Updated July 2023
All Quotations and subsequent execution of work are subject to the following Terms and Conditions to ensure a smooth and transparent project.
1: Contract Period
This Agreement is in effect commencing from the agreed date specified in the Quotation and Detailed Scope of Work and will continue until the specified services are provided or until our Agreement is terminated as per section 15 of the Terms & Conditions.
2: Scope Of Services
EA Digital will provide resources to undertake a wide range of Digital Marketing services. The specific services will be detailed in EA Digital Quotation and Detailed Scope of Work document.
3: Fixed Price Quotations, Budgetary Estimates
3.1 Wherever possible EA Digital will provide the client with a “Fixed Project Price” Quotation which will include Detailed Specifications for the project.
3.2 In some cases the nature of the project may be such that a Fixed Project Price cannot be determined at first due to variables unknown at the time. In this case EA Digital will provide the client with a “Budgetary Estimate”. A “Budgetary Estimate” will be as accurate as possible and will be based on a package of initial concepts and objectives. However, the final project sum may vary from the initial estimate. A Budgetary Estimate, as opposed to a Fixed Project Price Quote, will be noted to the client, in the case that the actual project sum cannot be reasonably or accurately ascertained at the onset.
3.3 Work carried out over and above that specified in the Fixed Price Project Quotation, due to changes in the approved documented specification will be subject to extra charges. This includes Items added to the accepted Specification that accompanies a Fixed Price Project quotation AFTER the client has accepted it. Wherever possible, the client will be notified of these extra charges via email prior to the commencement of any extra work.
3.4 Quotations, estimates, and SOWs are valid for 30 days from the date sent or stated.
3.5 All Quotations provided by EA Digital EXCLUDE VAT, GST, HST, PST.
3.6 Unless otherwise specified in the Quotation and Detailed Scope of Work, any outside costs incurred during the course of any Works or Services; i.e. printing, hosting, licensing, 3rd party fees, etc will be borne by the Client. Also see Item 6 – Excluded Services and Costs.
4: Retainer Structure
Some digital marketing services of an ongoing nature are best performed using a Retainer structure. In this case EA Digital will propose a fixed amount of time and related costs per calendar month to provide the specified services. This will be specified in a Quotation & Scope of Work. For example ongoing monthly services could include such items as monthly execution of items resulting from the Approved Digital Strategy.
4.1 Retainer fees will consist of contract hours at hourly rates based on the specific service to be provided. The scope of retainer services along with rates to be applied and duration will be presented in a Quotation and mutually agreed in writing prior to commencement of the work. Retainer fees will be invoiced monthly with payment due within 14 days of invoice date.
4.2 The initial Retainer period will be 6 months from commencement of services. This is to allow for monitoring and tracking of strategic planning, as well as manifestation of results that are not instant.
4.3 EA Digital will be responsible to determine, advise and prioritise the schedule of services to be provided. This will be outlined in the Quotation and Detailed Scope of Work. A monthly progress report will be provided to the Client along with monthly Invoice. This reporting is flexible and subject to the desire of the Client, and will include, as a minimum, a list of services recently completed, results, and proposed services for the following period.
4.4 The Client, in consultation with EA Digital may at any time, re-focus the services to a particular area, for example, a focus on a company product or service, or a new campaign.
4.5 If monthly Retainer hours are unused, they will roll-over to the following month.
4.6 EA Digital will notify the Client in advance if expecting to go over the allocated Retainer hours and will charge for any additional hours at the hourly rate specified in the Quotation & Scope of Work thereafter.
5: Payment for Services Performed
5.1 Amounts payable for work performed on Fixed Price, Budgetary Estimate or Retainer agreements will be invoiced on either a per-project basis or monthly basis. All invoiced payments are due within 14 days of the invoice date.
5.2 Depending on the size and scope of the project EA Digital may request a down payment in order to provide funds for start up, or specified milestone payments at certain points of the project. This will be discussed with the Client. Advance payments are due immediately, with the remainder due within 14 days either on reaching specified milestones or on completion of work and receipt of final invoice.
5.3 The client agrees to pay the fees by Direct Debit within 14 days of the date of invoice. Payment details are available on all EA Digital invoices.
5.4 In the event of delayed or cancelled payments, EA Digital reserves the right to reduce or suspend services. Delay or cancellation of payment of fees does not constitute a cancellation of the agreement in its entirety. This is to be agreed separately.
6: Excluded Services/Costs
6.1 Unless specified in the Quotation and Detailed Specifications, the following is a list of items that are typically excluded from EA Digital Scope or Work, but could be provided as additional services: Web Design & Development Services deemed by us to be significant in nature (i.e translation services, major refreshes) Email marketing spend costs (dependent on client software) Third party costs (ie. Direct ad costs, google ads, social media ads, website hosting and related fees)For all Design Services including, but not limited to, print design, infographics, brand materials, signage, animation, etc – a Quotation will be submitted to the client.For all Production Services – i.e recording equipment/third party services, video production, etc – a Quotation will be submitted to the client.Wherever possible, EA Digital as your digital partner will consult with the Client on ways to optimise these types of costs.
6.2 EA Digital will not be obliged to commit to any expenditure on behalf of the Client without first receiving written confirmation of the Client’s instructions.
7: Client Responsibilities
7.1 The Client agrees and understands that EA Digital is an outside service provider, and this will be a collaborative and professional relationship.
7.2 Both the Client and EA Digital understand the utmost importance of communication, especially via email, and agree to respond in a timely manner to questions, requests and communications from each other in order to progress on schedule with projects.
7.3 Where the client is required to provide content, photos, data etc., necessary for any projects, source material must be clear and legible, and in a format that is technically presentable, as advised by EA Digital. The client Is responsible for furnishing all pertinent information, and for furnishing accurate, truthful and complete information necessary for EA Digital to perform or complete any services.
8. Assignment and Subcontracting
8.1 Neither party may assign or transfer the rights and obligations under this Agreement without the prior written consent of the other party whose consent will not be unreasonably withheld or delayed.
8.2 EA Digital may resource its performance of this Agreement as it sees fit, including subcontracting any part of the work to be performed under this Agreement. Notwithstanding any subcontracting by EA Digital, it will remain liable for the performance of this Agreement according to its terms.
9: Information Confidentiality, Safety and Security
9.1 EA Digital shall not divulge any information about the Client’s company, its customers, or finances to any third party.
9.2 EA Digital may from time to time publish case studies or client feedback. In this case EA Digital will liaise with the Client for approval prior to execution. In the case of producing a case study, EA Digital may divulge statistics such as CTR (click-thru rate) or conversion rates, and improvements in traffic, customers and return. EA will not divulge any information about revenue or turnover amounts without agreement from the Client.
9.3 EA Digital shall, at all times, ensure the safety, security, and confidentiality of all data and information furnished by the Client.
9.4 EA Digital assumes no liability for the privacy, data, and security policies of third party Social Media providers (ie Facebook, Instagram, Twitter etc).
10. Indemnity
10.1 The Client is responsible for obtaining all legal clearances required for the performance of all Services & Deliverables under this agreement. The Client shall indemnify, defend (at its own cost and expense) and hold harmless EA Digital and its agents against any and all claims, suits, demands, damages, losses and expenses arising from any breach, misrepresentation or other act of omission of the Client.
11. Disclaimers & Limitation of Liability
11.1 EA Digital accepts no responsibility for policies of advertising networks, search engines or other websites i.e Third Party Resources that EA may submit to. The Client agrees to indemnify and hold harmless EA Digital from any liability or actions taken by Third Party Resources under this Agreement.
11.2 EA Digital will under no circumstances be liable for direct or indirect loss or loss of profit, savings or consequential loss however caused, arising out of, or in connection with, the performance or non-performance of this Agreement.
11.3 No action arising out of this Agreement may be brought by either party more than 1 year after the party bringing the action because aware, or ought reasonably to be aware, of the circumstances giving rise to the action.
11.4 EA Digital shall not be held responsible for delays or nonperformance caused by activities or factors beyond its reasonable control, including (but not limited to) delay and nonperformance caused by viruses, denial of service attacks, other acts or omissions by third parties, internet service providers, the Client or its contractors, strikes, lockdowns, work slowdowns or stoppages, accidents, fires, acts of God, terrorism, failure by the Client to timely furnish information or approve or disapprove work, or faulty performance by the Client or others, including third-party contractors hired by EA Digital or by the Client.
12. Confidentiality
12.1 EA Digital and the Client shall mutually respect and maintain each others Confidential Information and shall use it only to perform their respective obligations under this Agreement. For the avoidance of doubt, Confidential Information does not include information which is public knowledge, was in the recipient’s possession before receipt or is independently developed by the recipient.
12.2 The parties acknowledge that the terms of this agreement and all Confidential Information is to remain confidential and will not use, copy, disclose or otherwise make available any Confidential Information to any person, other than those to whom disclosure is necessary for the purposes of fulfilling their obligations under this Agreement, without the prior written consent of the party unless disclosure is required by law or made to related companies and professional advisors and insurers.
13. Intellectual Property Ownership & License
13.1 All material supplied by the Client to EA Digital including literature, graphics, images, logos, documentation and associated material shall remain the property of the Client (or any relevant licensor).
13.2 All intellectual property rights to the Detailed Services and any modifications to it, including (without limitation) the processes, routines, procedures, icons and graphical user interface used by EA Digital will belong to or best in EA Digital as such are created. EA Digital has sole right to sub-license, develop, assign or in any way deal with these elements outlined herein.
13.3 EA Digital grants to the Client a perpetual, non-exclusive license to use all elements as outlined in clause 13.2 as necessary for the operation of the services.
14. Intellectual Property Indemnities
14.1 In this clause 14, ‘Action’ means any cost, loss, damages, proceedings or claim.
14.2 EA Digital warrants that the services & deliverables will not infringe the intellectual property rights or other rights of any third party.
14.3 The Client warrants that the use of any material provided by or on behalf of the Client or EA Digital: Will not infringe the intellectual property rights or other rights of any third party; Is not lawful, obscene, offensive, threatening, abusive or defamatory; Does not compromise and cannot be used for any purpose or activity which is of an illegal, fraudulent or defamatory nature.
14.4 If a party breaches their respective warranties referred to in 14.2 and 14.3, the party shall indemnify and hold harmless the other party for any action that might arise from any breach of this agreement provided that: The indemnified party fully cooperates with the indemnifying party in defending or settling the action; The indemnifying party is notified promptly of any action and is given complete authority and information required for the conduct of the defence or settlement of the action; The indemnifying party shall have the sole control of the conduct of any action and all negotiations for its settlement, compromise or resolution; and The action is not due to the indemnified party’s use or alteration of any intellectual property in any manner not authorised or contemplated by this agreement.
15: Cancellation
15.1 Either party can cancel any agreement with 30 days written notice.
16: Client Ownership Changes
In the event the Client’s business is acquired by or transferred to another party, the Client understands that this agreement will also be transferred to and assumed by the transferee. If this agreement is not so transferred, the transfer of the Client’s business shall be deemed be the giving of notice of termination as per section 15. Should the transferee wish to renegotiate the terms of this Agreement, any modification will be subject to section 17 below.
17: Modification
These Terms and Conditions may be modified from time to time as the result of changing industry conditions. In the event that a modification is requested, EA Digital may request 30 days written notice before the change will come into effect
