Terms And Conditions - Pixelfly Innovations

Our Digital Services

The following terms and conditions apply to all services, including website design and development services, digital marketing services and custom prints services (the Services) provided by Pixelfly Innovations (OPC) Pvt Ltd or Pixelfly Innovations to the Client, in conjunction with any relevant quotation provided to the Client by Pixelfly Innovations (OPC) Pvt Ltd (Terms), unless otherwise agreed in writing.

Acceptance of a quote, purchase, and/or use of the Services shall be considered acceptance of the Terms.

Charges:

Charges for the Services are deﬁned in the project quotation that the Client receives from Pixelfly Innovations via email. Quotations are valid for a period of 30 days. Pixelfly Innovations reserves the right to alter a quotation or decline to provide the relevant Services after the expiry of the 30 days.
Unless agreed otherwise with the Client, all website design services require an advance payment of a minimum of ﬁfty (50) percent of the project quotation total before the work commences.
The second payment of forty (40) percent is required after the client review and design sign off stage, with the remaining percentage of the project quotation total due upon completion of the work, before upload to the server or release of materials.
The Client agrees to reimburse Pixelfly Innovations for any additional expenses necessary for the completion of the work.
Expenses may include (but are not limited to) the purchase of graphic designing, special fonts, and stock photography.

All Charges are exclusive of taxes.

Invoicing and payment:

Pixelfly Innovations shall submit invoices in line with the timescales above. Invoices are normally sent via email, but hard copy invoices are available on request. Payment is due on receipt of the invoice by the Client. If the Client fails to make any payment due to Pixelfly Innovations by the due date for payment, then, without limiting Pixelfly Innovations remedies under or in connection with these terms and conditions, the Client shall pay interest on the overdue amount at the rate of 4% per annum as per banks base rate from time to time.
Such interest shall accrue daily from the due date until actual payment of the overdue amount, whether before or after judgment. The Client shall pay the interest together with the overdue amount. Accounts unpaid thirty (30) days after the date of the invoice will be considered in default. If the Client in default maintains any information or ﬁles on Pixelfly Innovations webspace, Pixelfly Innovations will, at its discretion, remove all such material from its web space.
Pixelfly Innovations is not responsible for any loss of data incurred due to the removal of the service. Removal of such material does not relieve the Client of the obligation to pay any outstanding charges assessed to the Client’s account.
Cheques returned for insufﬁcient funds will immediately be considered to be in default until full payment is received. Clients with accounts in default agree to pay Pixelfly Innovations reasonable expenses, including legal fees and costs for collection by third-party agencies, incurred by Pixelfly Innovations in enforcing these Terms.

Client Review

Pixelfly Innovations will provide the Client with an opportunity to review the appearance and content of the website during the design phase and once the overall website development is completed. After the project, such materials will be deemed to be accepted and approved unless the Client notiﬁes Pixelfly Innovations otherwise within ten (10) days of the date the materials are made available to the Client.

Turnaround Time and Content Control

Pixelfly Innovations will install and publicly post or supply the Client’s website by the date speciﬁed in the project proposal, or at the date agreed with Client upon Pixelfly Innovations receiving initial payment, unless a delay is speciﬁcally requested by the Client and agreed by Pixelfly Innovations.
In return, the Client agrees to provide Pixelfly Innovations promptly with all necessary co-operation, information, materials, and data, access to staff, and timely decision-making which may be reasonably required by Pixelfly Innovations for the performance of the Services.
This shall include the Client delegating a single individual as a primary contact to aid Pixelfly Innovations with progressing the commission satisfactorily and expediently.
During the project, Pixelfly Innovations will require the Client to provide website content; text, images, movies, and sound ﬁles, along with any relevant background information.

Failure to provide required website content

Pixelfly Innovations is a small business, and to remain efﬁcient we must ensure that the work we have programmed is carried out at the scheduled time. On occasions, we may have to reject offers for other work and inquiries to ensure that your work is completed at the time arranged.
This is why we ask that the Client provides all the required information in advance. On any occasion where progress cannot be made with the Client’s website because we have not been given the required information in the agreed time frame, and we are delayed as result, we reserve the right to impose a surcharge of up to 25% of the Charges. If the Services involve Search Engine Optimization we need the text content for the Client’s site in advance so that the SEO can be planned and completed efﬁciently.
NOTE: Text content must be delivered as a Microsoft Word, email (or similar) document with the pages in the supplied document representing the content of the relevant pages on your website. These pages must have the same titles as the agreed website pages. Contact us if you need clariﬁcation on this. Using our content management system the Client can keep your content up to date itself.

Web Browsers

Pixelfly Innovations makes every effort to ensure websites are designed to be viewed by the majority of visitors.
Websites are designed to work with the most popular current browsers (e.g. Firefox, Google Chrome, Microsoft Edge, etc.). The Client agrees that Pixelfly Innovations cannot guarantee correct functionality with all browser software across different operating systems.
Pixelfly Innovations cannot accept responsibility for web pages which do not display acceptably in new versions of browsers released after the website has been designed and handed over to the Client. As such, TUNE UP reserves the right to quote for any work involved in changing the website design or website code for it to work with updated browser software.

Termination

Termination of services by the Client must be requested in a written notice and will be effective on receipt of such notice. Email or telephone requests for termination of services will not be honored until and unless conﬁrmed in writing. The Client will be invoiced for work completed (including any expenses incurred, as outlined in clause 1) to the date of ﬁrst notice of cancellation for payment in full within thirty (30) days.

Indemnity

All Pixelfly Innovations services may be used for lawful purposes only. The Client agrees to indemnify and hold Pixelfly Innovations harmless against all damages, losses, and expenses arising as a result of all actions or claims resulting from the Client’s use of Pixelfly Innovations services.

Intellectual property

Background IP means any IP Rights, other than Foreground IP, that is used in connection with these Terms.
Foreground IP means any IP Rights that arise or are obtained or developed by, or by a contractor on behalf of, either party in respect of the services and deliverables under or in connection with these Terms.
IP Rights means patents, utility models, rights to inventions, copyright and neighboring and related rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use and protect the conﬁdentiality of, conﬁdential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
All Background IP, including but not limited to any IP Rights in data, ﬁles and graphic logos provided to Pixelfly Innovations by the Client, is and shall remain the exclusive property of the party owning it (or, where applicable, the third party from whom its right to use the Background IP has derived).
The Client hereby grants to Pixelfly Innovations a non-exclusive license to publish and use such material, which may be sub-licensed to any contractor acting on behalf of Pixelfly Innovations.
The Client must obtain permission and rights to use any information or ﬁles that are copyrighted by a third party. The Client is further responsible for granting Pixelfly Innovations permission and rights for use of the same. A contract for website design and/or placement shall be regarded as a guarantee by the Client to Pixelfly Innovations that all such permissions and authorities have been obtained. Evidence of permissions and authorities may be requested. The Client shall indemnify and hold harmless Pixelfly Innovations against all damages, losses, and expenses arising as a result of any actions or claims that any materials provided to Pixelfly Innovations by or on behalf of the Client infringe the IP Rights of a third party.

Conﬁdentiality

Each party (the Receiving Party) shall use its reasonable endeavor’s to keep conﬁdential all information and documentation disclosed by the other party (the Disclosing Party), before or after the date of these Terms, to the Receiving Party or of which the Receiving Party becomes aware which in each case relates to any software, operations, products, processes, dealings, trade secrets or the business of the Disclosing Party (including without limitation all associated software, speciﬁcations, designs, and graphics) or which is identiﬁed by the Disclosing Party as conﬁdential (the Conﬁdential Information) and will not use any Conﬁdential Information for any purpose other than the performance of its obligations under these Terms. The Receiving Party shall not disclose Conﬁdential Information to any third party without the prior written consent of the Disclosing Party. This clause shall survive the termination of these Terms for whatever cause.
During the term of these Terms, the Receiving Party may disclose the Conﬁdential Information to its employees and sub-contractors (any such person is referred to as the Recipient) to the extent that it is reasonably necessary for these Terms. The Receiving Party shall procure that each Recipient is made aware of and complies with all the Receiving Party’s obligations of conﬁdentiality under these Terms as if the Recipient was a party to these Terms.
The obligations in this clause 10 shall not apply to any Conﬁdential Information which is: at the date of these Terms already in, or at any time after the date of these Terms comes into, the public domain other than through a breach of these Terms by the Receiving Party or any Recipient; furnished to the Receiving Party or any Recipient without restriction by a third party having a bona ﬁde right to do so; or required to be disclosed by the Receiving Party by law or regulatory requirements, provided that the Receiving Party shall give the Disclosing Party as much notice as reasonably practicable of the requirement for such disclosure.
All tangible forms of Conﬁdential Information, including, without limitation, all summaries, copies, excerpts of any Conﬁdential Information whether prepared by the Disclosing Party or not, shall be the sole property of the Disclosing Party and shall be immediately delivered by the Receiving Party to the Disclosing Party upon the Disclosing Party’s request or the termination of these Terms (whichever is earlier). The Receiving Party shall not copy, reproduce, publish or distribute in whole or in part any Conﬁdential Information without the prior written consent of the Disclosing Party.

Data protection

The Client hereby gives Pixelfly Innovations consent to engage sub-processors for processing of personal data on your behalf. We shall inform the Client before transferring any personal data processed on your behalf to a new sub-processor. Following receipt of such information, you shall notify us if you object to the new sub-processor. If you do not object to the sub-processor within seven calendar days of receiving the information, you shall be deemed to have accepted the sub-processor. If you have raised a reasonable objection to the new sub-processor, and the parties have failed to agree on a solution within a reasonable time, the Client shall have the right to terminate these Terms with a notice period determined by the Client, without prejudice to any other remedies available under law or contract. During the notice period, we shall not transfer any personal data processed on the Client’s behalf to the sub-processor.
Pixelfly Innovations shall enter into appropriate written agreements with all of its sub-processors on terms substantially similar to these Terms. We shall remain primarily liable to the Client for the performance or non-performance of the sub-processors’ obligations. Upon your request, we are obliged to provide information regarding any sub-processor, including name, address and the processing carried out by the sub-processor.
We will not transfer personal data processed on your behalf to a country outside India which is not recognized by the Indian Government to have an adequate level of protection following Data Protection Law unless the transfer is effected by such legally enforceable mechanism(s) for transfers of personal data as may be permitted under Data Protection Laws from time to time.

Standard Media Delivery

Unless otherwise speciﬁed in the project quotation, this Agreement assumes that any text will be provided by the Client in electronic format (Word or Google Docs delivered via USB drive, e-mail or FTP) and that all photographs and other graphics will be electronically in .gif, .jpeg, .png or .tiff format. Although every reasonable attempt shall be made by Pixelfly Innovations to return to the Client any images or printed material provided for use in the creation of the Client’s website, such return cannot be guaranteed.

Design Credit and Marketing

A link to Pixelfly Innovations will appear in either small type or by a small graphic at the bottom of the Client’s website. If a graphic is used, it will be designed to ﬁt in with the overall site design. If a client requests that the design credit be removed, a nominal fee of 15% of the total development charges will be applied. The Client agrees that the website developed for the Client may be presented in Pixelfly Innovations portfolio, and hereby grants Pixelfly Innovations a worldwide, perpetual, non-exclusive license to use its name, logo, and branding for advertising, marketing, and promotional activities. Also, a link will be posted on our website to drive potential customers to your business.

Third-Party Servers

If the Client’s website is to be installed on a third-party server, Pixelfly Innovations must be granted temporary read/write access to the Client’s storage directories which must be accessible via FTP. Depending on the speciﬁc nature of the project, other resources might also need to be conﬁgured on the server.

Post-Placement Alterations

If the Client wishes to make alterations to the website once installed, the Client agrees to allow Pixelfly Innovations to quote to provide such alterations. There is no obligation on the Client to accept the quote provided by us. Pixelfly Innovations cannot accept responsibility for any alterations caused by the Client or a third party occurring to the website once installed. Such alterations include, but are not limited to additions, modiﬁcations, or deletions.

Domain Names

Pixelfly Innovations may or may not purchase domain names on behalf of the Client depending on the project quotation. Payment about, and renewal of, those domain names is the responsibility of the Client. The loss, cancellation, or otherwise of the domain brought about by non or late payment is not the responsibility of Pixelfly Innovations. The Client should keep a record of the due dates for payment to ensure that payment is received in a good time.

Third-Party Products

Any third party software which Pixelfly Innovations agrees to provide shall be supplied following the relevant licensor’s standard terms. The one-off license fee for such third party software is included in the Charges payable according to clause 1.

General

These Terms constitute the entire agreement between the parties and supersede all previous representations, promises, assurances, warranties, understandings, and agreements between them, whether written or oral, relating to their subject matter.
A failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No variation of these Terms shall be effective unless it is in writing and signed by the parties (or their authorized representatives). A notice given to a party under or in connection with these Terms shall be in writing and English, by email or next working day delivery service. Notices to the Client shall be sent to the email address or address the last notiﬁed to Pixelfly Innovations.

Digital Marketing

Pixelfly Innovations will honor the components of your chosen digital marketing scope of work, providing an agreement to a minimum of 3 months contract is served and monthly payments are received in advance. If payment is not received on time, we regret that further work will be halted until this is rectiﬁed.

Liability

Nothing in these Terms shall operate to exclude or limit either party’s liability for:

death or personal injury caused by its negligence;
fraud; or
any other liability which cannot be excluded or limited under applicable law.

TUNE UP shall not be liable under or in connection with these Terms or any collateral contract for any:

loss of revenue;
loss of actual or anticipated proﬁts;
loss of contracts;
loss of business;
loss of opportunity;
loss of goodwill or reputation;
loss of, damage to, or corruption of data;
any indirect or consequential loss;
loss or damage caused by any inaccuracy, omission, delay, or error. whether as a result of negligence or other cause in the production of the website;
loss or damage to the Client’s artwork/photos supplied for the website, whether as a result of negligence or otherwise.
The entire liability of Pixelfly Innovations to the Client in respect of any claim whatsoever or breach of this Agreement, whether or not arising out of negligence, shall be limited to the charges paid for the Services under this Agreement in respect of which the breach has arisen.

Severability

In the event any one or more of the provisions of this Agreement shall be held to be invalid, illegal, or unenforceable, the remaining provisions of this Agreement shall be unimpaired and the Agreement shall not be void for this reason alone. Such invalid, illegal or unenforceable provision shall be replaced by a mutually acceptable valid, legal, and enforceable provision, which comes closest to the intention of the parties underlying the original provision.

Custom Prints

Acceptance of Terms of Use
Please read these Terms of Use carefully. These Terms of Use govern your access and use of this Site. By accessing or using this Site you agree to be bound by these Terms of Use and to any additional guidelines, restrictions, or rules that may be posted in connection with specific sections or services of this Site. All such additional posted guidelines, restrictions, or rules are hereby incorporated by reference into these Terms of Use.

Pixelfly Innovations reserves the right to make changes to this Site and to these Terms of Use at any time without prior notice. You should review these Terms of Use each time you access this Site.

You also agree that we may provide all legal communications and notices to you electronically by posting them on our website or, at our election, by sending an e-mail to the e-mail address you provided to us when you registered at our website. You may withdraw your consent to receive communications from us electronically by contacting customer care. However, if you withdraw your consent to receive our communications electronically, you must discontinue your use of your account.

Copyrighted Materials for Limited Use
This Site contains graphics, photographs, images, document layouts, artwork, text, fonts, music, software tools, and other information (referred to herein as “Content”). This Site and all Content are the copyrighted property of Pixelfly Innovations, and/or its subsidiaries (referred to herein as “Pixelfly Innovations”) or the copyrighted property of parties from whom Pixelfly Innovations has licensed such property. All rights in this Site and its Content are reserved worldwide. It is strictly prohibited to retain, copy, distribute, publish, or use any portion of the Content except as expressly allowed in these Terms of Use. Pixelfly Innovations reserves the right to add to, delete from, or modify any part of Content at any time without prior notice.

Pixelfly Innovations provides no warranty of any kind that logo designs created using the design tools will not infringe, or be subject to a claim of infringing, the trademark or other rights of another party. It is solely your responsibility to obtain the advice of an attorney regarding whether the logo design is legally available for your use and does not infringe on the rights of another party.

Use of Site
You are granted permission to access and use this Site and its Content for the sole purpose of preparing, evaluating, and ordering products or services solely through Pixelfly Innovations (referred to herein as “Products”). No other download, retention, use, publication, or distribution of any portion of the Content is authorized or permitted. Obtaining Products from Pixelfly Innovations does not entitle you to use any portion of Content apart from the finished Products as they are supplied by Pixelfly Innovations.

You agree to use this Site in a responsible manner that is in full compliance with these Terms of Use and with your local laws and regulations, including export and import regulations. Without limitation, no portion of Content may be utilized as a trademark or service mark, for any pornographic use, for any unlawful purpose or use, to defame any person, to violate any person’s right of privacy or publicity, to infringe upon any copyright, trade name, trademark, service mark or other intellectual property rights of any person or entity. You agree that you will not use the Site to produce Products that are offensive, unlawful, harassing, libelous, threatening, harmful, obscene, malicious, or otherwise objectionable. Pixelfly Innovations may terminate its service to customers found to be using Pixelfly Innovations to engage in undesirable activities.

You are solely responsible for your use of Content in combination with any other images, graphics, text, or other materials you incorporate into your Products. You agree that you will not include any text, image, design, trademark, service mark, or any copyrighted work of any third party in your Products unless you have obtained the appropriate authorizations from the owners. You warrant that your Products do not infringe upon any rights of any third party, including copyright, trademark, right of publicity or privacy, and will not libel or defame any third party and that you have all required rights or permissions necessary to incorporate third party material into your Products. By placing an order on this Site, you warrant that you have all necessary permission, right, and authority to place the order and you authorize Pixelfly Innovations to produce the Products on your behalf.

You may not use this Site to send or use e-cards in any manner that would constitute the transmission of Spam or unsolicited e-mails. You may not use scripting or other programs to automate the creation and/or transmission of e-cards. Pixelfly Innovations reserves the right, in its sole discretion, at any time, and without prior notice, to limit the number of recipients to which you may send an e-card and/or limit the number of e-cards that you may send.

You agree that you are responsible for protecting your password and controlling access to your registered account. You agree that you will be responsible for all orders placed or other actions that are taken through your registered account.

Transfer of Title
The customer agrees that the shipping terms for all printed Products are FOB shipping point and ownership transfers to the customer upon shipment. This means that the risk of loss and title for such items pass to you upon our delivery to the carrier. For any Product that is to be provided to the customer in an electronic format, the customer agrees that delivery of such Product shall be deemed to have occurred either (a) at the time we transmit the Product via email or other electronic communication addressed to the customer or (b) at the time we transmit a notification to the customer that the Product is available for downloading from the Site.

Indemnification
You agree that you shall indemnify and defend Pixelfly Innovations and all parties from whom Pixelfly Innovations has licensed portions of Content, and their directors, officers, and employees, against all claims, liability, damages, costs and expenses, including reasonable legal fees and expenses arising out of or related to (i) your breach of these Terms of Use or (ii) any suit, claim, or demand arising from or relating to any text, photograph, image, graphic or other material you incorporated into Products that was not part of the standard Site Content.

Disclaimer of Warranty
The site and its content are provided “as is” without warranty of any kind, either expressed or implied, including, but not limited to, warranties of merchantability, fitness for a particular purpose, or non-infringement. You acknowledge that the operation of the site may not be uninterrupted or error-free. References and links to products or services of independent companies may appear on the site. These references and links are provided “as is” without warranty of any kind, either expressed or implied.

Limitation of Liability
In no event shall Pixelfly Innovations or its licensors, suppliers, or vendors, their officers, directors, employees, or agents be liable for any special, incidental, indirect, or consequential damages of any kind, or for any damages whatsoever resulting from loss of use, data, or profits, whether or not Pixelfly Innovations has been advised of the possibility of damage, arising out of or in connection with the use or performance of the site or of failure to provide products or services that you order from Pixelfly Innovations or its affiliates, including without limitation, damages arising from mistake, omission, virus, delay, or interruption of service. In no event shall Pixelfly Innovations be liable or responsible for any damages or consequences arising from or related to your inappropriate or unauthorized use of this site or its content. In no event shall Pixelfly Innovations be responsible for any delays/damages occurred during transit of shipments

Site Feedback
Any comments, suggestions, proposals, or other feedback (collectively “Feedback Information”) provided to Pixelfly Innovations in connection with the operation or content of this Site shall be provided by the submitter and received by Pixelfly Innovations on a non-confidential basis. All such comments, suggestions, and other information shall become the exclusive property of Pixelfly Innovations. By submitting any such information to TUNE UP, you agree that you are transferring and assigning, at no charge, all of your right, title, and interest in the information, including all copyrights and other intellectual property rights. You agree that Pixelfly Innovations shall be free to use such information on an unrestricted basis.

Printer Details on Products
As the printer of the digital images or text on products ordered by customers on our site, Pixelfly Innovations.in reserves the right to print its logo as printer details. We would be unable to attend to any complaints or requests regarding the same.

Search Engine Optimization Services

TERM AND TERMINATION: This agreement shall be effective as of the time frame decided. This Agreement may be terminated by either party with a written notice to the other within thirty (30) days of receipt of the notice. This Agreement may be terminated by the Agency.

(i) Immediately if the client fails to pay any fees he owes to the agency.

(ii) If the Client fails to cooperate with the Agency or hinders the Agency’s ability to perform the SEO Services here under. The Client will be liable to pay all outstanding invoices and all other sums due to the Agency under this Agreement (or in respect of the relevant Services). In addition to its obligations to make payments under the express terms of this Agreement, if the Client moves forward with the third party to provide the Services during the Notice Period, it shall pay the Agency a sum equivalent to the remuneration which the Agency would have received had the Agency provided the Services during that period.

SEO SERVICES

(a) While performing the Organic Search Services (OSO), the Agency shall develop a plan intended to increase the Client’s Website(s) visibility and improve the search ranking of the Website(s) in relation to search terms relevant to the Client’s business, and provide related program strategy and tactical recommendations.

(b) The Client accepts that the Organic Search Services performed by the agency will require
modifications to the Website(s) which may include changes to site titles, metadata, copy, structure, links, and factors that influence higher index visibility and keyword ranking.

(c) The Client will be responsible for providing appropriate personnel with the knowledge to understand to work with the Agency to implement the recommendations provided as part of the OSO Services.

(d) The Client shall be responsible for operations, maintenance and management of all aspects of the Website.

(e) The Agency will own its right to search engine optimization on websites, platforms or applications until all work has been completed and paid for.

FEES, LIMITATIONS ON REFUNDS AND CANCELLATION FEES

(a) The Client agrees to pay the Agency any and all fees as stated in Order Form.

(b) Annual Review will be done regarding the Remuneration and assignments or at any time in the event of substantial changes to the Client’s requirements. Any agreed review shall be confirmed in writing by both parties. Where the Agency’s remuneration is a fee based on the projected time to be incurred in providing the Services with the Agency reserves the right to reconcile and adjust the fee every six months to reflect the actual time spent.

(c) If the Client and the Agency are unable to agree on remuneration in advance of the due date for the annual review the remuneration previously applied shall continue to be payable until such time as an agreement is reached, at which point any necessary balancing payment shall be made, or until the Agreement appointment is terminated.

(d) The Agency will invoice monthly and payment terms are 30 days from the date of each invoice. If the Client fails to pay any invoice within 10 days of the due date, the Agency has the right to suspend the Services or terminate the contract.

(e) Unless otherwise agreed in writing all fee or commission payments will be invoiced and paid in the currency in which the Agency is to incur those costs.

(f) In the event that the Client requires any additional services outside of the originally agreed scope, the parties agree to negotiate in good faith with respect to the terms, conditions, and compensation for those additional services.

(g) Clients are liable to pay the Cost of Travel and associated expenses and any other out-of-pocket expenses incurred by the Agency or its employees at the Client’s prior written request or incurred outside the scope of the Agency’s normal duties.

(h) The existence of a query on an individual item in an account will not affect the due date of payment for the balance of the account.

(i) The absence of any Client purchase order number or other job number will not constitute a valid reason for non-payment.

(j) All fees, costs and all other amounts to be invoiced to the Client are exclusive of GST, required by law.

The Client RESPONSIBILITIES for the purposes of providing these services, Client agrees:

To provide the Agency with FTP access to its web sites for uploading new pages, and making changes for the purpose of SEO Services optimization or approval to go through a third party.

To authorize the Agency use of all the Client’s logos, trademarks, Web site images, etc., for use in creating informational pages and any other uses as deemed necessary by Agency for search engine positioning and optimization.

SEARCH ENGINES

(a) Unless otherwise agreed by the parties in writing, in accordance with industry standard practice, the Agency’s contracts with search engines and other suppliers for the Clients’ paid search marketing are made in accordance with the search engine/supplier’s current standard terms, conditions and contracts. The Agency shall act as principal in dealing with all search engines/suppliers and all other suppliers unless otherwise mandated by local laws. In respect of the placing of all advertisements, the rights and liabilities between the Client and the Agency shall correspond to those between the Agency and the various search engines/suppliers under such conditions and contracts.

Accordingly, the Client acknowledges and accepts: (i) that terms and rates are subject to revision in accordance with the agreements made by the various search engines/suppliers concerned and (ii) that all standard trading terms of search engines and other suppliers will be adhered to by the Client.

(b) The Client shall indemnify the Agency and the relevant search engine/supplier in respect of any breach of any search engine/supplier terms, which occurs as a result of any act or omission by the Client.

The Client ACKNOWLEDGEMENTS The Client understands, acknowledges and agrees that:

The Agency has no control over the policies of search engines or directories with respect to the type of sites and/or content that they accept now or in the future.
The Client’s web site(s) may be excluded from any search engine or directory at any time at the sole discretion of the search engine or directory entity. The Agency will resubmit those pages that have been dropped from the index.

Some search engines and directories may take as long as two (2) to four (4) months, and in some cases longer, after submission to list The Client’s web site(s).

Occasionally, search engines and directories will stop accepting submissions for an indefinite period of time.

Occasionally, search engines and directories will drop listings for no apparent or predictable reason.

Often listing will “reappear” without any additional submissions. Should the listing not reappear, the Agency will re-submit the web site(s) based on the current policies of the search engine or directory in question.

Some search engines and directories offer expedited listing services for a fee. The Agency encourages the Client to take advantage of these expedited services. The Client is responsible for all expedited service fees unless otherwise noted in the Order Form.

WEB SITE CHANGES The Agency is not responsible for changes made to the Client’s web site(s) by other parties that adversely affect the search engine or directory rankings of Client’s web site(s).

INDEMNIFICATION: The Client shall indemnify and hold harmless the Agency (and its subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees) from any and all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable legal fees and all related costs and expenses) incurred by Agency as a result of any claim, judgment, or adjudication against the Agency related to or arising from.

(a) Any photographs, illustrations, graphics, audio clips, video clips, text, data or any other information, content, display, or material (whether written, graphic, sound, or otherwise) provided by the Client to the Agency (the “the Client Content”).

(b) A claim that the Agency’s use of the Client Content infringes the intellectual property rights of a third party. To qualify for such defence and payment, the Agency must: (i) give the Client prompt written notice of a claim; and (ii) allow the Client to control, and fully cooperate with the Client in, the defence and all related negotiations.

DISCLAIMER OF ALL OTHER WARRANTIES

The agency cannot warrant that the SEO services will meet the client’s expectations or requirements. The entire risk as to the quality and performance is with the client. Except as otherwise specified in this agreement, the agency provides its services ‘as is’ and without warranty of any kind. The parties agree that (a) the limited warranties set forth in this section are the sole and exclusive warranties, provided by each party. Provided by each party, and (b) each party disclaims all other warranties, express or implied, including but not limited to, the implied warranties of merchantability and fitness for a particular purpose, relating to this agreement, performance or inability to perform under this agreement, the content, and each party’s computing and distribution system. If any provision of this agreement shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from the agreement and shall not affect the validity and enforceability of any remaining provisions.

LIMITED LIABILITY

In no event shall the agency be liable to client for any indirect, special, exemplary or consequential damages, including any implied warranty or merchantability or fitness for a particular purpose and in particular any claim of the failure of any software contained on rented or owned servers of the client or implied warranties arising from course or dealing or course of performance, lost profits, whether or not foreseeable or alleged to be based on breach of warranty, contract, negligence or strict liability, arising under this agreement, loss of data or any performance under this agreement, even if such party has been advised of the possibility of such damages and notwithstanding the failure of essential purpose of any limited remedy provided herein. There shall be no refunds. The agency makes no warranty of any kind, whether express of implied with regard to any third party products, third party content or any software, equipment, or hardware obtained from third parties. The client is responsible for back up of the complete system and reinstalling in the event of failure of the software. Where we the agency carry out design work or bespoke coding all intellectual property rights will remain with Pixelfly Innovations Pvt Ltd until all work has been paid for in full.

THE CLIENT REPRESENTATIONS

The Client makes the following representations and warranties for the benefit of the Agency. The Client represents to the Agency and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to the Agency are owned by the Client, or that the Client has permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend the Agency and its subcontractors from any claim or suit arising from the use of such elements furnished by the Client. The Client guarantees any elements of text, graphics, photos, designs, trademarks, or other artwork provided to the Agency for inclusion on the website above are owned by the Client, or that the Client has received permission from the rightful owner(s) to use each of the elements, and will hold harmless, protect, and defend the Agency and its subcontractors from any liability or suit arising from the use of such elements. From time to time governments may enact laws and levy taxes and tariffs affecting Internet electronic commerce. The Client agrees that the client is solely responsible for complying with such laws, taxes, and tariffs, and will hold harmless, protect, and defend the Agency and its subcontractors from any claim, suit, penalty, tax, or tariff arising from the Client’s exercise of Internet electronic commerce.

CONFIDENTIALITY: The parties agree to hold each other’s Proprietary or Confidential Information in strict confidence. “Proprietary or Confidential Information” shall include, but is not limited to, written or oral contracts, trade secrets, know-how, business methods, business policies, memoranda, reports, records, computer retained information, notes, or financial information. Proprietary or Confidential Information shall not include any information which: (i) is or becomes generally known to the public by any means other than a breach of the obligations of the receiving party; (ii) was previously known to the receiving party or rightly received by the receiving party from a third party; (iii) is independently developed by the receiving party; or (iv) is subject to disclosure under court order or other lawful process. The parties agree not to make each other’s Proprietary or Confidential Information available in any form to any third party or to use each other’s Proprietary or Confidential Information for any purpose other than as specified in this Agreement. Each party’s proprietary or confidential information shall remain the sole and exclusive property of that party. The parties agree that in the event of use or disclosure by the other party other than as specifically provided for in this Agreement, the non-disclosing party may be entitled to equitable relief. Notwithstanding termination or expiration of this Agreement, the Agency and the Client acknowledge and agree that their obligations of confidentiality with respect to Proprietary or Confidential Information shall continue in effect for a total period of three (3) years from the effective date.

Data Protection: All information collected from or for the client will be held subject to the confidentiality terms of this agreement and in accordance with data protection laws. Such information will only be held by Pixelfly Innovations during the term of this contract. The client will have full responsibility in respect to complying with the Data Protection Act for all information that Pixelfly Innovations collects and supplies to the client in the course of carrying out the contracted work. FAILURE TO PERFORM; Neither party will be liable for any delay or for failure to perform its obligations if that delay or failure is caused by circumstances beyond the control of the party including but not limited to, acts of God, industrial dispute, civil disturbance, strikes (other than strikes by that party’s employees or its sub-contractor’s employees) or lockouts or impossibility of obtaining source material. Such party shall be entitled to a reasonable extension of time for the performance of such obligations.

RELATIONSHIP OF PARTIES: The Agency, in rendering performance under this Agreement, shall be deemed an independent contractor and nothing contained herein shall constitute this arrangement to be employment, a joint venture, or a partnership. The Client does not undertake by this Agreement, the Order Form or otherwise to perform any obligation of the Agency, whether by regulation or contract. In no way is the Agency to be construed as the agent or to be acting as the agent of Client in any respect, any other provisions of this Agreement notwithstanding.

NOTICE AND PAYMENT: Any notice required to be given under this Agreement shall be in writing and delivered personally to the other designated party at the addresses listed in the Order Form. Either party may change its address to which notice or payment is to be sent by written notice to the other under any provision of this paragraph.

JURISDICTION: This Agreement shall be subject to and interpreted in accordance with the law of India.

AGREEMENT BINDING ON SUCCESSORS: The provisions of the Agreement shall be binding upon and shall inure to the benefit of the Parties hereto, their heirs, administrators, successors and assigns.

ASSIGNABILITY: Client may not assign this Agreement or the rights and obligations there under to a third party without the prior express written approval of the Agency. The Agency reserves the right to assign subcontractors as needed to this project to ensure on-time completion.

WAIVER: No waiver by either party of any default shall be deemed as a waiver of prior or subsequent default of the same of other provisions of this Agreement.

INTEGRATION: This Agreement constitutes the entire understanding of the Parties, and revokes and supersedes all prior agreements between the Parties and is intended as a final expression of their

AGREEMENT: It shall not be modified or amended except in writing signed by the Parties hereto and specifically referring to this Agreement. This Agreement shall take precedence over any other documents which may conflict with this Agreement.

NO INFERENCE AGAINST AUTHOR: No provision of this Agreement shall be interpreted against any Party because such Party or its legal representative drafted such provision.

DISPUTES: In the event of any dispute arising out of the Agreement, the parties will attempt to settle it by negotiation. To this end, they shall use their respective best endeavours to consult or negotiate with each other, in good faith and, recognizing their mutual interests attempt to reach a just and equitable settlement satisfactory to both parties. Negotiations shall be conducted between the respective senior executives of the parties who gave authority to settle disputes.

READ AND UNDERSTOOD: Each Party acknowledges that it has read and understands this Agreement and agrees to be bound by its terms and conditions.

ADDITIONAL TERMS AND CONDITIONS RELATING TO PAID SEARCH MARKETING SERVICES

The Services In performing the PSM services, the Agency shall: proactively manage, monitor, track and measure search engine marketing programs and promote the marketing of the Client’s products and/or services (“Products”) on the Website(s) (and all successor or replacement sites thereto); manage the relationships with and payments to the owners, operators and/or administrators of the relevant search engines or directories (“Search Partners”); manage bid price, listing terms, monthly spend, adding and deleting listings, creating new listings and changing bid amounts; provide, monitor and maintain the necessary technology applications required to link the Website(s) to Search Partners; and track and report certain metrics including number of clicks, sales conversion data and ROI measurements and, if applicable to the Agency’s fees, track and report the nature and volume of all relevant actions as identified in the MSA by Qualified Customers (as defined below).

Payment for PSM Services (a) The fees set out in the Service

The agreement is exclusive of any application program interface (“API”) access or similar fees that a Search Partner may charge to the Agency in connection with the Client’s search marketing program. The Agency reserves the right to charge the Client (and the Client agrees to pay) the amount of such fees. Where such Search Partners assess a specific cost-per-click charge, that cost will be billed to the Client by the Agency. In instances where a Search Partner charges the Agency a flat fee for API access, the Agency shall pass all such API fees along to its PSM clients on a pro-rata basis. For purposes of clarification, in such instances, the Agency shall use commercially reasonable efforts to determine the approximate effective API cost on a per-click basis for all applicable clients. Each such client shall then be charged its proportionate share of the API expense.

Responsibilities of Client

The Client shall be solely responsible for monitoring, operating, maintaining and managing the content of the Website(s). The Client will ensure that navigation back to the originating Search Partner web page, whether through a particular pointer or link, the “back” button on an Internet browser, the closing of an active window, or any other return mechanism, shall not be interrupted by the Client through the use of any intermediate screen or other device not specifically requested by the user, including without limitation through the use of any HTML popup window or any other similar device.

The Client shall be solely responsible for providing and/or approving relevant and appropriate offers so that the Agency can seek to manage and optimize search engine placement of the Offers. The Client agrees and acknowledges that a Search Partner may, in its sole discretion, refuse to display or continue to display any of the Client’s Offers and that neither the Agency nor any Search Partner shall be liable for such refusal control laws.

Determining all customer service, warranty and/or operational policies. Accepting and processing registrations; Satisfying all commitments or obligations resulting from each completed registration; Ensuring that each registration, and the information collected in processing each registration, is acquired and used in conformance with all applicable laws. The Client shall provide the Agency with sales and marketing information applicable to the Products as is available from time to time in order to assist the Agency in establishing relationships with Search Partners.

The Client shall provide its reasonable cooperation with respect to efforts made by the Agency to:

(i) improve the tracking and reporting of relevant information including but not limited to the number of clicks and sales conversion data and/or purchases made or registrations submitted by Qualified Customers and

(ii) implement and test the technology applications used to link the Website(s) to Search Partners. The Agency shall provide the Client with a one-by-one (1×1) clear pixel (the “Image Tag”) to allow for tracking by the Agency. The Client will not take any action with respect to this Image Tag that would interfere with the Agency’s ability to carry out its activities under this Agreement and will provide reasonable advance notice to the Agency of any action reasonably expected to have such effect.

If the Agency’s remuneration is based upon actions of Qualified Customers, should the Client modify, alter, delete, disable, fail to serve or take any other action with regard to the Image Tags provided to the Client by the Agency, the Client agrees to pay to the Agency for each day, or pro-rata portion of any day, during which the Agency’s ability to track such data is hindered, the average amount of remuneration earned by the Agency and Search Partners per day during the seven (7) day period immediately preceding the period of time during which the Agency’s tracking ability was hindered.

The Client shall protect any passwords, access codes, user IDs or other login information (collectively,“Passwords”) provided to the Client that are used to access the Agency’s online program management and reporting tools. In the event that the Client makes such Passwords available to any third party, the Client shall –

(i) obligate each such third party to execute a written confidentiality agreement that binds that third party to confidentiality obligations consistent with those imposed upon the Client hereunder.

(ii) be liable for all actions taken by such third party in connection with or related to that third party’s access to the Agency’s online program management and reporting tools. Except as specifically set forth in this Agreement, the Client shall not disclose or make available the Client’s Passwords other than to the Client’s authorized employees.

SOCIAL MEDIA AGREEMENT

Social Media Consultancy & Content Marketing
The terms in which Pixelfly Innovations Pvt Ltd provide Social Media Management & Social Media Advertising Management are set out in this agreement and the Pixelfly Innovations Pvt Ltd Terms & Conditions (as varied from time to time).
The terms set out in this Agreement will prevail to the extent of any inconsistency with the Pixelfly Innovations Pvt Ltd’s general Terms & Conditions
Acceptance

By placing an order with Pixelfly Innovations Pvt Ltd you agree to the terms and conditions outlined below. Placing an order verbally, in writing or via email communication will be deemed acceptance of the terms and conditions. Verbal instructions are accepted on the basis that Pixelfly Innovations Pvt Ltd will not be held responsible for any error that may arise. Cost estimate, quotes, agreements or orders are deemed as accepted upon proceeding communication, written, signed, received verbally or digitally communicating the commencement or continuance of aforementioned work.
Terms and conditions
1. Pixelfly Innovations Pvt Ltd will provide the Content Marketing, Social Media Management and/or Social Media Advertising Management (as proposed on your formal estimate) to you (‘the Client’) for a period of:
o 1 month planning, audit, set-up and strategy development
o 1 month social media management consultancy service.
2. For the purpose of this agreement, Content Marketing, Social Media Management and/or Social Media Advertising Management will be referred to as ‘Social Media Services’
3. The service commences on the date this agreement is submitted by you (‘the Client’) or the date of your first invoice, whichever is earlier.
4. Unless Pixelfly Innovations Pvt Ltd receives written communication to inform us that you (‘the Client’) intends to cancel their contract, it will continue on a month-to-month basis until otherwise communicated.
Accessibility
5. The Client hereby agrees to do all things reasonably necessary to enable Pixelfly Innovations Pvt Ltd to provide Social Media Services. This includes:
a). providing access to social media account/s held by you (including authorisation to add Pixelfly Innovations Pvt Ltd staff to your Business Manager account, granting administrator privileges, as well as any passwords & usernames upon request) on the nominated social media platform/s;
b). providing access to any third-party apps or extensions required (including schedulers); Often the most popular times to post (and reach a wider audience) on social media is in the evening and on weekends. Therefore, your posts will be scheduled to automatically post at these popular times to give you the greatest reach possible and be most beneficial to you.
c). verification codes and API keys, if/when required;
d). if necessary, granting permission to create new social media account/s and profile/s on the nominated social media platform/s under your name and to accept third party terms on your behalf in order to set up those accounts (and you understand that you will be bound by any third party terms that are accepted on your behalf);
e). granting permission to edit and contribute to your social media account/s on the nominated social media platform/s, including to make posts and create pages or channels, send e-marketing campaigns, consistent with your social media strategy;
f). providing content to use in respect of your social media profile/s on the nominated social media platform/s; and
g). cooperating with our requests.
h). Facebook & Instagram:
i) New Facebook pages can be left unpublished until approved if requested. For published pages all changes are instant.
ii).Once approved, your Instagram channel will be set up and instantly live.
iii). The Client must provide all content before management begins (brand assets, style guide, images, etc).
iv). Where images need to be sourced or brand assets need to be created or manipulated, this may be at an additional charge. We will notify you beforehand.
v). If existing accounts are discovered which we are not made aware of at briefing, or any issues identified, or if troubleshooting is required to get access, extra charges may apply at a rate of $20+gst per hour.
vi) If the scope changes from the brief, or additional requests for items not included are made and hours exceed this, Pixelfly Innovations Pvt Ltd reserves the right to charge additional fees at a rate of $20+gst per hour
vii). Pixelfly Innovations Pvt Ltd accepts no responsibility for changes by the social media networks post-handover of the accounts which may affect the design and/or functionality of your accounts. We will however, be happy to assist you at an hourly rate of $20+GST to make modifications.
viii). We will make recommendations for the addition of social media icons and feeds on your website, though you will need to liaise with your web developer to have this implemented. If you require our assistance with implementation, we are happy to assist at a cost of $20+gst per hour.
i). Upon cancellation of the 1-month agreement, access to the Clients social media pages (including usernames and passwords) are expected to be revoked by the Client.
Social Media Advertising
6. You will be required to establish Business Manager and have an existing Ad Account with Facebook prior to commencing. We can send you a ‘how to’ procedures if required.
a). If the scope changes from the brief, or additional requests for items not included are made and hours exceed this, EDA reserves the right to charge additional fees at a rate of $20+gst per hour
b). The Client must provide all content before management begins (brand assets, style guide, images, etc).
c). Where images need to be sourced or brand assets need to be created or manipulated, this may be at an additional charge. We will notify you beforehand.
d). Any databases you provide for upload must have been obtained in compliance with current anti-spam legislation. We will not be held responsible for databases provided to us by your company.
e). Price is monthly and fees are payable at the commencement of each month for the month in advance. Non-payment may result in cessation of services. This does not include the budget to Facebook. Budget to Facebook would be deducted from your credit card and is subject to Facebook’s billing cycles.
f). 1 month minimum commitment period.
g). minimum 1 month notice of cancellation of contract, regardless of conclusion date / 1 month trial
Social Media Management
7. Upon commencement of this service, there is generally a 4-step process before content posting on the social media platforms can commence:
Step 1 – Strategy. This includes an introduction and general discussion around how social media can assist in meeting your own specific business needs, identifying goals, developing your ideal audience, defining your brands personality and how you wish to be portrayed online.
Step 2 – Establish. This includes the establishing of your accounts and profiles, set-up and design of relevant social media pages. At a minimum, your profiles will be reviewed to ensure they have been set up adequately. You are then required to provide content (photo bank, logo, and relevant content). Pixelfly Innovations Pvt Ltd will present your digital strategy and a recommendation for your management package for your approval and sign-off.
Step 3 –Manage. Your ongoing Social Media Services package is confirmed. All contracts must be signed and payment for the first month received prior to commencing.
Step 4 – Commencement. Planning, and the content creation of all posts is presented to you for your review and sign-off. Scheduling and posting then commences.
Monthly billing will continue, regardless of whether your first post has been published or scheduled.
Reporting and feedback
8. Pixelfly Innovations Pvt Ltd may use the marketing we design for you and/or your monthly statistics for analytical and promotional purposes. Where we use this data in our promotional activities, we may identify you and your participation.
Guidelines for Partnership
9. The Client or their representative is required to avail themselves for a weekly 15–20-minute phone-call/meeting (if required and included in your package) with Pixelfly Innovations Pvt Ltd. This is to ensure a consistent communication mechanism is in place and is key to delivering real-time value to your social media audience.
10. The most appropriate social media platforms(s) will be recommended by Pixelfly Innovations Pvt Ltd, and the most appropriate split of posts for the chosen platform(s) will be documented in your strategy in accordance with your package.
11. The management of customer conversations/responses including replying to comments or ‘Inbox Messages’ on the Clients social media pages will be undertaken by the Client.
12. The following services will not be provided by Pixelfly Innovations Pvt Ltd (unless stated) as part of your package:
o Posting Instagram or Facebook ‘Live’ videos
o Liking other’s Posts
o Commenting
o Endorsing (exclusive to LinkedIn)
o Replying to Comments or Inbox Messages.
If the Client wishes to grow their following further, it is recommended they participate by completing these tasks, in accordance with their brand message and in alignment with the brand personality and content plan.
Agreement guidelines
The following guidelines apply to Pixelfly Innovations Pvt Ltd’s service –
13. Your first invoice in respect of your Social Media Services will cover 50% of the first monthly fee for planning, audit, set-up and strategy development. Payment for this phase is required upfront.
14. Your second invoice will be issued immediately after the strategy development phase (providing there are no delays in the set-up phase) for your monthly consultancy fee for the month. Payment for this phase is required upfront. You must pay Pixelfly Innovations Pvt Ltd by the due date specified on each invoice, or your schedule will be delayed until payment is received.
15. Our payment terms are 7 days from date of invoice. Pixelfly Innovations Pvt Ltd will not commence the next month of work if the previous month has not been settled by the Client.
16. During the first month’s strategy development phase the Client can make a judgment on the level of service, expertise and detailed strategy presented by Pixelfly Innovations Pvt Ltd. And if your expectations are not fully met (where you’ll be the sole arbiter of that), then you may cancel the 1-month agreement and walk away – but nonetheless, retain all the work undertaken to date.
17. Unless Pixelfly Innovations Pvt Ltd receives written communication to inform us that you (‘the Client’) intends to cancel their contract after the 1-month strategy period or after the 1-month management period, it will continue on a month-to-month basis until otherwise communicated.
Pixelfly Innovations Pvt Ltd will ensure:
18. Your brand, products and services and customer relationships are dealt with in a professional and ethical manner when making posts on behalf of your business.
19. Posts will not contain words and/or illustrations that are vulgar, obscene, offensive or illegal.
20. We will also attempt to ensure posts, updates and conversations managed by Pixelfly Innovations Pvt Ltd do not contain material which is likely to be, having regard to the contemporary attitudes of Australian society, unsuitable for or harmful to those under 18 years of age, or offensive to reasonable adults.
Liability
21. Establishing a social media presence and initiating a two-way conversation between your organisation and the public can have unintended consequences on your organisation. Should this occur, you waive the right to hold the Pixelfly Innovations Pvt Ltd and their consultants responsible for any damage and/or liability that may arise as a result of our actions on behalf of you and your organisation.
22. If at any time you do not agree with the actions taken by Pixelfly Innovations Pvt Ltd on your behalf, then you must notify Pixelfly Innovations Pvt Ltd in writing. If/when Pixelfly Innovations Pvt Ltd receives such notification, we will post a retraction and apology across all related social media platforms within 24 hours.
23. In the event the automated scheduling fails your post may not be published, or your mail-our may not be sent. In this instance, Pixelfly Innovations Pvt Ltd and their consultants will not be held responsible for any damage and/or liability that may arise as a result of any failed posts or mail-outs. Pixelfly Innovations Pvt Ltd will post, or reschedule as soon as this comes to our attention.
24. Any databases you provide for upload must have been obtained in compliance with current antispam Pixelfly Innovations Pvt Ltd will not be held responsible for databases provided to us by your organisation.
25. You acknowledge that Pixelfly Innovations Pvt Ltd will do their best to advocate for you and represent you on Social Media, we don’t own these platforms or have any priority assistance granted to us. Therefore in the event a platform releases updates or changes it’s functionality, access levels and/or privileges, methods, usage rights and terms and conditions you acknowledge this is outside of Pixelfly Innovations Pvt Ltd’s control and will not hold them liable.
26. The Client acknowledges it is their responsibility to keep themselves informed of, and comply with, each independent social media platforms terms of service.
General
27. The terms and pricing of this Agreement are confidential.

Social Media Consultancy & Content Marketing

The terms in which Pixelfly Innovations Pvt Ltd provide Social Media Management & Social Media Advertising Management are set out in this agreement and the Pixelfly Innovations Pvt Ltd Terms & Conditions (as varied from time to time).

The terms set out in this Agreement will prevail to the extent of any inconsistency with the Pixelfly Innovations Pvt Ltd’s general Terms & Conditions

Acceptance

By placing an order with Pixelfly Innovations Pvt Ltd you agree to the terms and conditions outlined below. Placing an order verbally, in writing or via email communication will be deemed acceptance of the terms and conditions. Verbal instructions are accepted on the basis that Pixelfly Innovations Pvt Ltd will not be held responsible for any error that may arise. Cost estimate, quotes, agreements or orders are deemed as accepted upon proceeding communication, written, signed, received verbally or digitally communicating the commencement or continuance of aforementioned work.

Terms and conditions

Pixelfly Innovations Pvt Ltd will provide the Content Marketing, Social Media Management and/or Social Media Advertising Management (as proposed on your formal estimate) to you (‘the Client’) for a period of:
- 1 month planning, audit, set-up and strategy development
- 1 month social media management consultancy service.
For the purpose of this agreement, Content Marketing, Social Media Management and/or Social Media Advertising Management will be referred to as ‘Social Media Services’
The service commences on the date this agreement is submitted by you (‘the Client’) or the date of your first invoice, whichever is earlier.
Unless Pixelfly Innovations Pvt Ltd receives written communication to inform us that you (‘the Client’) intends to cancel their contract, it will continue on a month-to-month basis until otherwise communicated.

Accessibility

5. The Client hereby agrees to do all things reasonably necessary to enable Pixelfly Innovations Pvt Ltd to provide Social Media Services. This includes:

a). providing access to social media account/s held by you (including authorisation to add Pixelfly Innovations Pvt Ltd staff to your Business Manager account, granting administrator privileges, as well as any passwords & usernames upon request) on the nominated social media platform/s;

b). providing access to any third-party apps or extensions required (including schedulers); Often the most popular times to post (and reach a wider audience) on social media is in the evening and on weekends. Therefore, your posts will be scheduled to automatically post at these popular times to give you the greatest reach possible and be most beneficial to you.

c). verification codes and API keys, if/when required;

d). if necessary, granting permission to create new social media account/s and profile/s on the nominated social media platform/s under your name and to accept third party terms on your behalf in order to set up those accounts (and you understand that you will be bound by any third party terms that are accepted on your behalf);

e). granting permission to edit and contribute to your social media account/s on the nominated social media platform/s, including to make posts and create pages or channels, send e-marketing campaigns, consistent with your social media strategy;

f). providing content to use in respect of your social media profile/s on the nominated social media platform/s; and

g). cooperating with our requests.

h). Facebook & Instagram:

i) New Facebook pages can be left unpublished until approved if requested. For published pages all changes are instant.

ii).Once approved, your Instagram channel will be set up and instantly live.

iii). The Client must provide all content before management begins (brand assets, style guide, images, etc).

iv). Where images need to be sourced or brand assets need to be created or manipulated, this may be at an additional charge. We will notify you beforehand.

v). If existing accounts are discovered which we are not made aware of at briefing, or any issues identified, or if troubleshooting is required to get access, extra charges may apply at a rate of $20+gst per hour.

vi) If the scope changes from the brief, or additional requests for items not included are made and hours exceed this, Pixelfly Innovations Pvt Ltd reserves the right to charge additional fees at a rate of $20+gst per hour

vii). Pixelfly Innovations Pvt Ltd accepts no responsibility for changes by the social media networks post-handover of the accounts which may affect the design and/or functionality of your accounts. We will however, be happy to assist you at an hourly rate of $20+GST to make modifications.

viii). We will make recommendations for the addition of social media icons and feeds on your website, though you will need to liaise with your web developer to have this implemented. If you require our assistance with implementation, we are happy to assist at a cost of $20+gst per hour.

i). Upon cancellation of the 1-month agreement, access to the Clients social media pages (including usernames and passwords) are expected to be revoked by the Client.

Social Media Advertising

6. You will be required to establish Business Manager and have an existing Ad Account with Facebook prior to commencing. We can send you a ‘how to’ procedures if required.

a). If the scope changes from the brief, or additional requests for items not included are made and hours exceed this, EDA reserves the right to charge additional fees at a rate of $20+gst per hour

b). The Client must provide all content before management begins (brand assets, style guide, images, etc).

c). Where images need to be sourced or brand assets need to be created or manipulated, this may be at an additional charge. We will notify you beforehand.

d). Any databases you provide for upload must have been obtained in compliance with current anti-spam legislation. We will not be held responsible for databases provided to us by your company.

e). Price is monthly and fees are payable at the commencement of each month for the month in advance. Non-payment may result in cessation of services. This does not include the budget to Facebook. Budget to Facebook would be deducted from your credit card and is subject to Facebook’s billing cycles.

f). 1 month minimum commitment period.

g). minimum 1 month notice of cancellation of contract, regardless of conclusion date / 1 month trial

Social Media Management

7. Upon commencement of this service, there is generally a 4-step process before content posting on the social media platforms can commence:

Step 1 – Strategy. This includes an introduction and general discussion around how social media can assist in meeting your own specific business needs, identifying goals, developing your ideal audience, defining your brands personality and how you wish to be portrayed online.

Step 2 – Establish. This includes the establishing of your accounts and profiles, set-up and design of relevant social media pages. At a minimum, your profiles will be reviewed to ensure they have been set up adequately. You are then required to provide content (photo bank, logo, and relevant content). Pixelfly Innovations Pvt Ltd will present your digital strategy and a recommendation for your management package for your approval and sign-off.

Step 3 –Manage. Your ongoing Social Media Services package is confirmed. All contracts must be signed and payment for the first month received prior to commencing.

Step 4 – Commencement. Planning, and the content creation of all posts is presented to you for your review and sign-off. Scheduling and posting then commences.

Monthly billing will continue, regardless of whether your first post has been published or scheduled.

Reporting and feedback

8. Pixelfly Innovations Pvt Ltd may use the marketing we design for you and/or your monthly statistics for analytical and promotional purposes. Where we use this data in our promotional activities, we may identify you and your participation.

Guidelines for Partnership

9. The Client or their representative is required to avail themselves for a weekly 15–20-minute phone-call/meeting (if required and included in your package) with Pixelfly Innovations Pvt Ltd. This is to ensure a consistent communication mechanism is in place and is key to delivering real-time value to your social media audience.

10. The most appropriate social media platforms(s) will be recommended by Pixelfly Innovations Pvt Ltd, and the most appropriate split of posts for the chosen platform(s) will be documented in your strategy in accordance with your package.

11. The management of customer conversations/responses including replying to comments or ‘Inbox Messages’ on the Clients social media pages will be undertaken by the Client.

12. The following services will not be provided by Pixelfly Innovations Pvt Ltd (unless stated) as part of your package:

- Posting Instagram or Facebook ‘Live’ videos
- Liking other’s Posts
- Commenting
- Endorsing (exclusive to LinkedIn)
- Replying to Comments or Inbox Messages.

If the Client wishes to grow their following further, it is recommended they participate by completing these tasks, in accordance with their brand message and in alignment with the brand personality and content plan.

Agreement guidelines

The following guidelines apply to Pixelfly Innovations Pvt Ltd’s service –

13. Your first invoice in respect of your Social Media Services will cover 50% of the first monthly fee for planning, audit, set-up and strategy development. Payment for this phase is required upfront.

14. Your second invoice will be issued immediately after the strategy development phase (providing there are no delays in the set-up phase) for your monthly consultancy fee for the month. Payment for this phase is required upfront. You must pay Pixelfly Innovations Pvt Ltd by the due date specified on each invoice, or your schedule will be delayed until payment is received.

15. Our payment terms are 7 days from date of invoice. Pixelfly Innovations Pvt Ltd will not commence the next month of work if the previous month has not been settled by the Client.

16. During the first month’s strategy development phase the Client can make a judgment on the level of service, expertise and detailed strategy presented by Pixelfly Innovations Pvt Ltd. And if your expectations are not fully met (where you’ll be the sole arbiter of that), then you may cancel the 1-month agreement and walk away – but nonetheless, retain all the work undertaken to date.

17. Unless Pixelfly Innovations Pvt Ltd receives written communication to inform us that you (‘the Client’) intends to cancel their contract after the 1-month strategy period or after the 1-month management period, it will continue on a month-to-month basis until otherwise communicated.

Pixelfly Innovations Pvt Ltd will ensure:

18. Your brand, products and services and customer relationships are dealt with in a professional and ethical manner when making posts on behalf of your business.

19. Posts will not contain words and/or illustrations that are vulgar, obscene, offensive or illegal.

20. We will also attempt to ensure posts, updates and conversations managed by Pixelfly Innovations Pvt Ltd do not contain material which is likely to be, having regard to the contemporary attitudes of Australian society, unsuitable for or harmful to those under 18 years of age, or offensive to reasonable adults.

Liability

21. Establishing a social media presence and initiating a two-way conversation between your organisation and the public can have unintended consequences on your organisation. Should this occur, you waive the right to hold the Pixelfly Innovations Pvt Ltd and their consultants responsible for any damage and/or liability that may arise as a result of our actions on behalf of you and your organisation.

22. If at any time you do not agree with the actions taken by Pixelfly Innovations Pvt Ltd on your behalf, then you must notify Pixelfly Innovations Pvt Ltd in writing. If/when Pixelfly Innovations Pvt Ltd receives such notification, we will post a retraction and apology across all related social media platforms within 24 hours.

23. In the event the automated scheduling fails your post may not be published, or your mail-our may not be sent. In this instance, Pixelfly Innovations Pvt Ltd and their consultants will not be held responsible for any damage and/or liability that may arise as a result of any failed posts or mail-outs. Pixelfly Innovations Pvt Ltd will post, or reschedule as soon as this comes to our attention.

24. Any databases you provide for upload must have been obtained in compliance with current antispam Pixelfly Innovations Pvt Ltd will not be held responsible for databases provided to us by your organisation.

25. You acknowledge that Pixelfly Innovations Pvt Ltd will do their best to advocate for you and represent you on Social Media, we don’t own these platforms or have any priority assistance granted to us. Therefore in the event a platform releases updates or changes it’s functionality, access levels and/or privileges, methods, usage rights and terms and conditions you acknowledge this is outside of Pixelfly Innovations Pvt Ltd’s control and will not hold them liable.

26. The Client acknowledges it is their responsibility to keep themselves informed of, and comply with, each independent social media platforms terms of service.

General

27. The terms and pricing of this Agreement are confidential.