Agreement of Services – Updated 21st February 2017

Marwick Internet Marketing Vancouver is the trading name Marwick Internet Marketing Inc. (BC0958543) registered in British Columbia, Canada.

In consideration of “Customer” retaining Marwick Internet Marketing Inc. to manage and optimize it’s online marketing (SEO, SEM, Social and/or Web) for the Customer, it is agreed as follows:

Warranties by Marwick Internet Marketing Inc.

Marwick Internet Marketing Inc. represents and warrants to Customer that it has the experience and ability to perform the services required by this Agreement; that it will perform said services in a professional, competent and timely manner; that it has the power to enter into and perform this Agreement; and that its performance of this Agreement shall not infringe upon or violate the rights of any third party or violate any federal, provincial and municipal laws. Customer shall provide requisite training for additional products or services required by this Agreement which are not within Marwick Internet Marketing Inc. area of expertise.

Communication

We aim to reply to all calls and emails within the same business day.

Independent Contractor

Marwick Internet Marketing Inc. acknowledges that the services rendered under this Agreement shall be solely as an independent contractor. Marwick Internet Marketing Inc. shall not enter into any contract or commitment on behalf of Customer. Marwick Internet Marketing Inc. further acknowledges that it is not considered an affiliate or subsidiary of Customer, and is not entitled to any Customer employment rights or benefits. It is expressly understood that this undertaking is not a joint venture.

Confidentiality

Marwick Internet Marketing Inc. recognizes and acknowledges that this Agreement creates a confidential relationship between Marwick Internet Marketing Inc. and Customer and that information concerning Customer’s business affairs, Customers, vendors, finances, properties, methods of operation, computer programs, and documentation, and other such information, whether written, oral, or otherwise, is confidential in nature. All such information concerning Customer is hereinafter collectively referred to as “Confidential Information.” Marwick Internet Marketing Inc. agrees to follow Customer Information Security procedures and otherwise take all reasonable precautions for the protection of Confidential Information.

Non-Disclosure

Marwick Internet Marketing Inc. agrees that, except as directed by Customer, it will not at any time during or after the term of this Agreement disclose any Confidential Information to any person whatsoever and that upon the termination of this Agreement it will turn over to Customer all documents, papers, and other matter in its possession or control that relate to Customer. Marwick Internet Marketing Inc. further agrees to bind its employees and subcontractors to the terms and conditions of this Agreement.

Grant

Marwick Internet Marketing Inc. agrees that its work product produced in the performance of this Agreement shall remain the exclusive property of Customer, and that it will not sell, transfer, publish, disclose or otherwise make the work product available to third parties without Customer’s prior written consent. Any rights granted to Marwick Internet Marketing Inc. under this Agreement shall not affect Customer’s exclusive ownership of the work product.

Office Rules

Marwick Internet Marketing Inc. shall comply with all office rules and regulations, including security requirements, when on Customer premises.

Reporting

SEO, SEM and Social reporting is provided within the first week of a new month for the full previous month via e-mail. In some instances we will provide access to your own dashboard.

Invoicing and Payment

Customer undertakes to pay the fees due pursuant to this Agreement upon the start date for the month ahead. An invoice will be sent each month for your records from [email protected] All prices are in Canadian Dollars and subject to 5% GST.

Payment is paid by credit card. If card payment is declined we will try to process the payment three times during that week and notify you of the situation. Failure to pay for 30 days will result in late fees of 10% being added to your monthly bill.

In event of termination of this Agreement, Customer shall pay all Fees for services already performed and contracted for. 

Specific to Website Design and Development

 

Copyright and Ownership

Except for the retained rights described in the paragraph below, all services provided and all materials Marwick Internet Marketing produces on your behalf will become your property upon full payment of our invoices.

 

Marwick Internet Marketing retains the right to:

  1. use work produced for the Customer as part of its portfolio materials in both its online and offline portfolios;

 

  1. add your firm to our Customer list; and

 

  1. use your work in design competitions, publications, exhibitions, or other promotional purposes.

Any material or ideas prepared or submitted to you that you choose not to produce or for

which you have not paid our invoices, within 60 days of submission to you, will remain Marwick Internet Marketingʼs property (regardless of whether the physical embodiment of creative work is in your possession in the form of copy, artwork, plates, recordings, films, tapes, etc.) and may be submitted to other Customers for their use, provided that such submission or use does not involve the release of any confidential information regarding your business or methods of operation.

Timelines

Schedules or time estimates are subject to change upon notification in writing by either party. Unless otherwise stated, the amount of written notice to be given by either party shall be two weeks.

Fees & Alterations

Any revisions, additions, or alterations to the project modifying the terms of the agreement as the Services to be performed and not included in any fee specified, shall be billed as additional services. Such additional services shall include, but shall not be limited to, changes in the extent of work, changes in the complexity of any elements of the project, and any changes made after approval has been given for a specific stage of design, documentation, or preparation of artwork.

Specific to website design; If content is provided in a non-digital format (paper printouts, flyers and other non-digital formats), clients will be charged at an hourly rate of $150/hour for our team to copy the information into an electronic document, before passing it to the dedicated website developer.

 

Rushed or Prolonged Work

Any work required in advance of an agreed schedule or timetable, any shortening of the contract period, or additional fees and expenses incurred during a project due to Customer delays or extensions shall be charged and paid for at an additional rate of 50% of Marwick Internet Marketingʼs hourly rate.

 

Customer Approval

The Customer will appoint a single representative of the Customer with full authority to provide necessary information required by Marwick Internet Marketing and to provide approvals.

The Customer will be required to proofread and approve all elements of final designs. Approval must be provided before production can continue and artwork is released. Corrections, if required, will be identified on proofs, artwork, facsimiles, or digital proofs and submitted for

Marwick Internet Marketing to revise and resubmit for Customer approval. Final approval is required on every

project and must be marked “Approved” with the name or initials of the individual who is authorized by the Customer to approve artwork for release and production.

Email authorization from you will constitute authorization and approval.

 

Quality of Source Materials Provided by the Customer

 

Additional charges will apply when materials are submitted by the Customer in a form that prevents them from being readily used and applied at recognized professional standards. An example would be to recreate a low-resolution logo image file into a vector file.

 

Production

 

In those instances where the Customer assumes responsibility for production, printed proofs,

copies, prototypes and mock-ups must be approved by Marwick Internet Marketing prior to use. Marwick Internet Marketing shall be available at reasonable times to provide advice during the production period and for approval of minor modifications of the project (hourly rates will apply).

 

Design Credits

 

The Customer agrees that Marwick Internet Marketing is entitled to claim authorship of the design, and will be permitted editorial credits to Marwick Internet Marketing on all published or manufactured work. The Customer must obtain Marwick Internet Marketingʼs consent in writing before Marwick Internet Marketingʼs name is reproduced in any finished product or other published material by the Customer.

Specific To Search Engine Optimization

Over the last ten years we have developed a proven process to optimize websites on-site and off-site. This process is made up of tasks our team perform each month to achieve a higher organic search ranking. By signing this agreement you acknowledge that some factors may hinder the increase in organic search rankings;

  1. If past SEO consultants, SEO companies or staff have performed black hat SEO or practiced poor SEO tactics
  2. If the website has been penalized by Google
  3. If the website is blacklisted by (but not limited to) Google, Yahoo, Norton Safe Web, McAfee SiteAdvisor or Bing
  4. If my website has ever been subject to, or becomes subject to during the term of contract; trojan horses, phishing schemes, pharma hacks, email or information scraping

If we find anything that may impede our progress with our SEO process we will suggest solutions to fix the issue. These solutions may fall outside of our proven SEO process and will be treated as a separate billable project.

If a Customer request’s website design work that does not directly contribute to the on-site or off-site SEO process the requested work will be treated as a separate project and we will provide a quote for work. Examples of non-SEO affecting work; add new forms, change design or layout, add new features like online payment, CRM, customer login areas, updating vouchers or coupons.

Specific To Digital Advertising

Digital Advertising or Pay-Per-Click (PPC) is also referred to as SEM (Search Engine Marketing). This type of solution can be performed across Google, Youtube, Facebook, Twitter, Bing and Yahoo. You have the opportunity to request ad changes once a month for text ads and once every two months for display ads.

From time to time we may suggest other opportunities for your business based on the feedback we get from the advertising platforms used.

Our commission rate is typically 20 – 27% on ad-spend. This may vary depending on the industry. This is inclusive in your budget quoted in your proposal and not subject to additional billing.

Contract Duration and Cancellation

Our agreements are 6 or 12 months, moving into a rolling monthly contract. After the six or twelve-month agreement Customer can cancel at any time with a 30 day written notice – written notice is in the form of having filled in the cancellation form provided by your account manager upon request. Upon which time Marwick Internet Marketing will provide a final roundup report and all login details for the Customer. If a scheduled payment falls within the 30 day period this payment will become due and payable.

Governing Law

This Agreement shall be construed and enforced in accordance with the laws of the Province of British Columbia.