Digital Marketing Terms & Conditions

1. Application

1.1. These terms and conditions, together with the engagement letter to which they are attached (“Engagement Letter”), shall form a binding contract between the Client named on the Engagement Letter (the “Client”) and GoldenGlory LLC (“GoldenGlory LLC”) and shall constitute the entire agreement between Client and GoldenGlory LLC.

1.2. These terms and conditions shall apply to any trading agreement or other contract or arrangement between the Client and GoldenGlory LLC.

1.3. These terms and conditions apply to the exclusion of all other terms or conditions of contract the Client may propose and shall not be varied or amended unless agreed in writing and signed by GoldenGlory LLC.

2. Commencement and Scope of Engagement

2.1. In consideration of the payment by the Client to GoldenGlory LLC of the fees as set out in the Engagement Letter (the “Fees”), GoldenGlory LLC agrees to provide to the Client the goods and services described in the Engagement Letter (the “Works”) in accordance with the Engagement Letter, with reasonable and due care in accordance with and subject to these terms and conditions. The Works shall unless terminated in accordance with clause 11, be provided by GoldenGlory LLC for the period set out in the Engagement Letter (the “Engagement”).

2.2. This Agreement shall not give rise to any exclusive relationship and nothing in this Agreement shall prevent GoldenGlory LLC from acting for or providing the same or similar works to the Works to any existing or prospective third party.

2.3. The Works provided by GoldenGlory LLC shall be for the use and benefit of the Client and may not be supplied or passed on to any person without the approval of GoldenGlory LLC. GoldenGlory LLC’s duty of care is to the Client, not to any third party, unless GoldenGlory LLC has agreed in writing to accept a duty to the third party. The Client may only rely upon the Works provided by GoldenGlory LLC for the purposes for which such goods and services are provided.

2.4. It is agreed and understood that any activities undertaken by the Client (or by any third party on its behalf) in relation to or similar to the Works, including without limitation any modification of the Works, modification or changes to the Client’s website, or the use of or inclusion of any third-party product or service which might relate to the Works, shall interfere with the provision of the Works by GoldenGlory LLC and shall affect the results, outcomes, and positions in search engines. All such activities should be discussed with GoldenGlory LLC prior to implementation, and the Client shall not implement the same without the prior written consent of GoldenGlory LLC.

3. Duties and Responsibilities of the Client

3.1. The Client shall at all times during the Engagement cooperate with and act in good faith towards GoldenGlory LLC and shall, on request, undertake such acts and provide such source materials (including those listed in the Engagement Letter) (collectively referred to as the “Materials”) as GoldenGlory LLC requires to incorporate into the Works, or as GoldenGlory LLC requires to carry out its obligations under the Engagement Letter and hereunder.

3.2. In the event that the Client does not undertake those acts or provide those Materials required under clause 3.1 above within a reasonable time (and at least within 30 days) of being requested to do so, including without limitation carrying out any changes, modifications, or optimizations to the Client’s website or other Materials as requested, recommended, or required by GoldenGlory LLC, GoldenGlory LLC shall be entitled to invoice for the remaining works as if Client had done so whether such are provided or not.

3.3. During the provision of the Works by GoldenGlory LLC to the Client, the Client shall not:

3.3.1. Employ the services of any Search Engine Optimisation or Pay Per Click Company other than GoldenGlory LLC to work on their website promotion; 3.3.2. Employ the services of any Submission Company other than GoldenGlory LLC for the provision of their Search Engine Optimisation services; 3.3.3. Create any duplicate sites, duplicate content or pages, redirects, or doorway pages to their website; 3.3.4. Request or exchange links with any link farms or undertake any spamming techniques which may harm the web site’s search engine ranking with Google.

3.4. The Client shall grant authority to submit the website pages being promoted to search engines, directories, and other websites. The Client shall provide GoldenGlory LLC with log-in information (FTP username and password) to allow access to the Client’s website.

3.5. The Client shall be responsible for informing their webmaster or anyone else who has access to their website that GoldenGlory LLC is performing Search Engine Optimisation or Pay Per Click services on their site.

3.6. The Client shall inform GoldenGlory LLC of any change or changes made to their website throughout their Search Engine Optimisation or Pay Per Click campaign within 24 hours of such change or changes being implemented.

3.7. The Client shall inform GoldenGlory LLC within 24 hours of work commencing if any other person or agency apart from GoldenGlory LLC is working on or making changes to the pay-per-click, Search Engine Optimisation, or any other aspect of digital marketing.

3.8. The Client shall inform GoldenGlory LLC within 24 hours of work commencing if any other person or agency apart from GoldenGlory LLC makes a change to their website/websites.

3.9. The Client shall grant authority to connect accounts, including pay-per-click accounts and Analytics accounts, to third-party tools/services for the purpose of administering the accounts, reporting, and improving performance through bid management, for example.

4. Fees and Invoicing

4.1. GoldenGlory LLC does not offer credit terms. GoldenGlory LLC shall issue invoices on a monthly basis for all Works provided to the Client in a particular calendar month. Invoices will be issued upon completion of the Works for that calendar month or at the end of the Engagement if sooner. The Client shall raise any query and/or concern it may have in relation to any invoice within 7 days of the date of the invoice. Any queries and/or concerns raised after this 7-day period shall be null and void, and the invoice shall be payable in full without deduction or setoff.

4.2. Notwithstanding the period set out in clause 4.1 of 7 days of date of issue of an invoice to raise any queries or concerns in relation to an invoice, all invoices are to be settled in favor of GoldenGlory LLC without deduction or set-off within 14 days of the date of the invoice unless specified otherwise in the Engagement Letter.

4.3. In the event of non-payment of any invoice, GoldenGlory LLC shall be entitled to withhold or suspend the provision of further Works until such time as it receives payment of the invoice or other payments due. In addition, GoldenGlory LLC shall be entitled to retract the Works provided to the Client and invoiced for under any unpaid invoice until such time as it receives payment of that invoice.

4.4. In addition to the remedies for late payment of invoices set out in clause 4.3 hereof, GoldenGlory LLC shall be entitled to charge statutory interest at the rate of 8% above the Bank of England reference rate in force on the date the invoice becomes overdue for payment and any subsequent rate where the reference rate changes and the invoice remains unpaid in accordance with the Late Payment of Commercial Debts (Interest) Act 1988 as amended and supplemented by the Late Payment of Commercial Debts Regulations 2002, and shall be entitled to such reasonable costs as it incurs in the collection of such overdue payments.

4.5. GoldenGlory LLC may charge additional fees in accordance with its then prevailing rates:

4.5.1. In the event of delays or additional works caused or required by the Client, including its failure to provide GoldenGlory LLC with such information, Materials, instructions, media, or approvals as are reasonably required for the supply of the Works, properly and/or on time in accordance with clause 3.1 of these terms and conditions or otherwise; 4.5.2. In the event of changes to the cost of labor, materials, services, and other circumstances outside of GoldenGlory LLC’s reasonable control; 4.5.3. In the event that the Client requires the supply of Works, goods, and services in addition to those described in the Engagement Letter or any variations to the Works. If the Client requires any change or alteration to the Works (“Change”), GoldenGlory LLC and Client shall, prior to such change being effective or implemented, agree: the nature of the Change; the procedures for implementation of such Change; and the variation to the Fees. Until any Change is formally agreed between Client and GoldenGlory LLC, GoldenGlory LLC will continue to perform and be paid for the Works as if the Change had not been proposed. 4.5.4. All and any Changes to the Works shall be reflected and accompanied by appropriate amendments to the Engagement Letter and Fees.