Pounce Digital Terms & Conditions
1.0 Services Rendered
We’ll meet with you once each month, create strategy documents, and offer email and phone consultation. We’ll review your analytics and provide recommendations.
INFUSIONSOFT INSTALLATION AND TRAINING
We’ll set up Infusionsoft for you and train you on how to use it. Infusionsoft is a third-party software, so we aren’t responsible for any bugs within their software.
We’ll develop a content strategy for your corporate blogging and write/publish as agreed in your proposal.
LANDING PAGE DESIGN & TESTING
SEO CONSULTING & MAINTENANCE
We’ll monitor your website for search performance, write content and meta tags, and review backlinks.
SOCIAL MEDIA CONSULTING & MANAGEMENT
We’ll use Google Analytics and other tools to monitor your social media analytics and manage your social accounts.
We’ll offer support relating to your WordPress website and Infusionsoft software. We offer offer hosting, so you’ll need to provide all WordPress and domain related information to host your website with Pounce, who will handle downtime or email issues relating to your hosting account.
CHANGES AND REVISIONS
We know from experience that fixed-price contracts are rarely beneficial to you, as they often limit you to your earliest ideas. We don’t want to limit your ability to change your mind or make decisions later when you might be better informed. The price at the beginning of this contract is based on the length of time we estimate we’ll need to accomplish everything you’ve told us you want to achieve, but we’re happy to be flexible. If you want to change your mind or add anything new, that won’t be a problem as we’ll provide a separate estimate for to cover the additional work.
We can’t guarantee that our work will be error-free (we’re human!) so we can’t be liable to you or any third-party for damages, including lost profits, lost savings or other incidental, consequential or special damages, even if you’ve advised us of them.
2.0 Mutual Cooperation
We agree to use our best efforts to fulfil and exceed your expectation on the deliverables listed above. You agree to aid us in doing so by making available to us needed information pertaining to your website and to cooperate with us in expediting the work.
3.0 Charges for Services Performed
3.1 Requests above and beyond our monthly budget may be considered out-of-scope and an amendment to the budget will be recommended. Projects that go dormant for longer than 45 days will incur fee to resume work at the discretion of Pounce Digital.
4.0 Terms of Payment
4.1 BILLING SCHEDULE
We’re sure you understand how important it is as a small business that you pay the invoices that we send you promptly. We’re also sure you’ll want to maintain a positive working relationship and keep the project moving forward, so you agree to stick tight to the following payment schedule.
The Customer will invoice The Customer for fifty per cent (50%) of the first month fees at point of this signed contract agreement which will act as the deposit. The remaining 50% will be billed at the end of the first month. From that point forward we will invoice one the first of each month.
Credit card payments will incur transaction fees of a minimum of 1.9% excluding AMEX which will incur a fee of 3.11%.
The Customer will supply Pounce Digital with all necessary purchase order numbers and other internal information required for invoice processing before the close of the month of work (if applicable).
4.3 CLIENT AGREEMENT TO PAY
You agree to pay our initial (1st) invoice upon receipt which will act as a deposit for the project. Every invoice after that will have 7 day payment terms. In the event payment is not made within 7 days, Pounce Digital will charge a late payment fee of 10% per month on any overdue and unpaid balance not in dispute, to cover the manpower, interest, and other costs Pounce Digital pays for carrying overdue invoices from The Customer. In addition, Pounce Digital reserves the right to stop work until payment is received.
4.4 COLLECTION COSTS
In the event that we incur legal fees, costs and disbursements in an effort to collect our invoices, in addition to interest on the unpaid balance, you agree to reimburse us for these expenses.
5.0 Cancellation of Plans
You have the right to modify, reject, cancel or stop any and all plans or work in process. However, you agree to reimburse us for all costs and expenses we incurred prior to your change in instructions, and which relate to non-cancelable commitments, and to defend, indemnify and hold us harmless for any liability relating to such action. We agree to use our best efforts to minimize such costs and expenses.
6.0 Responsibilities of Pounce Digital and The Customer
6.1 POUNCE DIGITAL’S RESPONSIBILITY FOR RELEASES
We shall obtain releases, licenses, permits or other authorization to use testimonials, copyrighted materials, photographs, art work or any other property or rights belonging to third parties obtained by us for use in performing services for you (If applicable).
6.2 CLIENT RESPONSIBILITY FOR RELEASES
You guarantee that all elements of text, images, or other artwork you provide are either owned by your good selves, or that you have permission to use them.
Then when your final payment has cleared, copyright will be automatically assigned as follows:
You’ll own the visual elements that we create for this project. We’ll give you source files and finished files and you should keep them somewhere safe as we’re not required to keep a copy. You own all elements of text, images and data you provided, unless someone else owns them.
We’ll own the unique combination of these elements that constitutes a complete design and we’ll license that to you, exclusively and in perpetuity for this project only, unless we agree otherwise. We can provide a separate estimate for that.
6.3 CLIENT RESPONSIBILITY FOR ACCURACY
You shall be responsible for the accuracy, completeness and propriety of information concerning your products and services which you furnish to us verbally or in writing in connection with the performance of this Agreement.
Pounce Digital acknowledges its responsibility, both during and after the term of its appointment, to use all reasonable efforts to preserve the confidentiality of any proprietary or confidential information or data developed by Pounce Digital on behalf of The Customer or disclosed by The Customer to Pounce Digital.
8.0 Term and Termination
8.1 PERIOD OF AGREEMENT AND NOTICE OF TERMINATION
This Agreement shall become effective as of date of signing this agreement and shall continue until terminated by either party upon not less than 60 days’ notice in writing given by either party to the other.
8.2 TERMINATION FOR CAUSE
Either party to this Agreement may terminate the Agreement if the other party defaults in the performance of any of its material duties and obligations and the default is not cured within thirty (30) days of the receipt of notice of said default, or if the default is not reasonably curable within said period of time, unless the defaulting party commences cure within said period of time and diligently proceeds to cure the default.
In addition, either party may immediately terminate this Agreement by giving written notice to the other party if the other party is insolvent or has a petition brought by or against it under the insolvency laws of any jurisdiction, if the other party makes an assignment for the benefit of creditors, if a trustee, or similar agent is appointed with respect to any property or business of the other party, or in the case of the Client, if the Client materially breaches its obligations to make payment pursuant to this Agreement.
8.3 PAYMENT FOR NON-CANCELABLE MATERIALS?
Any non-cancellable materials, services, etc., we have properly committed ourselves to purchase for your account, (either specifically or as part of a plan such as modules, photography and/or external services) shall be paid for by you, in accordance with the provisions of this Agreement. We agree to use our best efforts to minimize such liabilities immediately upon written notification from you. We will provide written proof, upon request of the The Customer, that any such materials and services, are non-cancellable.
8.4 MATERIALS UNPAID FOR
If upon termination there exist any materials furnished by us or any services performed by us for which you have not paid us in full, until such time as you have paid us in full you agree not to use any such materials, in whole or in part, or the product of such services.
8.5 TRANSFER OF MATERIALS
Upon termination of this agreement, provided that there is no outstanding indebtedness then owing by The Customer to Pounce Digital, Pounce Digital shall transfer, assign and make available to The Customer all property and materials in its possession or control belonging to The Customer. The Customer agrees to pay for all costs associated with the transfer of materials.
9.0 General Provisions
9.1 GOVERNING LAW
This Agreement shall be governed and construed in accordance with the laws of the State of Victoria.
9.2 REPRESENTATIONS AND WARRANTIES
The parties each individually represent and warrant that each has full power and authority to enter into this Agreement and to perform all of their obligations hereunder without violating the legal or equitable rights of any third party.
9.3 ENTIRE AGREEMENT
Except as otherwise set forth or referred to in this Agreement, this Agreement constitutes the sole and entire Agreement and understanding between the parties hereto as to the subject matter hereof, and supersedes all prior discussions, agreements and understandings of every kind and nature between them as to such subject matter.
If any provision of this Agreement is held to be illegal, invalid, or unenforceable under any present or future law, then that provision will be fully severable. In such instance, this Agreement will be construed and enforced as if the illegal, invalid, or unenforceable provision had never comprised a part of this Agreement, and the remaining provisions of this Agreement will remain in full force and effect.