AGREEMENT
All products and services purchased from us (including those selected in this proposal) are subject to the Mars Digital Terms of Trade, Acceptable Use Policy and Service Level Agreement.
By signing this document you confirm that:
- You have read, understood and accept the conditions laid out in this proposal;
- You have read, understood and accept Mars Digital's terms of trade, acceptable use policy and service level agreement;
- The information provided by you is true and correct;
- The services you have requested will be used by you primarily for business purposes;
- You are, or have the authority to contract on behalf, of the company listed above.
Mars Digital work in an agile environment and while we have productised our offering in a way that still keeps with our philosophy of customised solutions, we acknowledge the need to be flexible. In cases where applicable, our products and services will be converted into time and materials and used as a budget toward other offerings. Where an Estimated Budget is given in this proposal or has been varied by virtue of clause 3(i) in the Terms of Trade, the Estimated Budget (whether original or as varied) is just an estimate and is dependent on the resources utilised and the time expended by us. You will be charged for all the actual hours of work performed at our hourly rate, any direct expenses incurred, and the cost of any materials and any special equipment that may be required for the project (“Time and Materials”).
However, for the purposes of expediency and efficiency, you are deemed to have approved, without the need for us to obtain any written approval or confirmation from you and you waive the need for any such written approval or confirmation, any costs incurred or to be incurred by us in carrying out any Project Variation where such costs do not exceed one (1) hour in time or five percent (5%) of the Estimated Budget (whichever is greater).
CANCELLATION
Subject at all times to any minimum term associated with any ongoing service provided by Mars Digital, in this case, the minimum term is 1 month. You may otherwise terminate the services (whether these are included in a Terms of Reference or otherwise), at any time after the expiry of such minimum term, by giving us one (1) month's written notice of termination.
EXCLUSIONS
All third party plugins, apps or software license/subscription fees not controlled by Mars Digital are considered a separate cost that must be paid directly to that provider. Common examples of this include: Xero, payment processing fees and Hubspot.
PHOTOGRAPHY AND CONTENT
You’ll need to supply graphic files to us or alternatively we can use stock imagery from Deposit Photos and Pexels. Supplied photographs must be in a high-resolution digital format. If you choose to buy other stock photographs, we can suggest stock libraries and style of photography/images.
ERRORS
We can’t guarantee that our work will be 100% error-free (we’re human!). Having said that; we will do everything in our power to rectify any errors that arise. It's also the reason that we have a maintenance and support plan for our website packages and both public liability and indemnity insurance.
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 digital marketing and to cooperate with us in expediting the work.
TERMS OF PAYMENT & 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.
Mars Digital will invoice you for the total monthly budget for this project as outlined in this document. You will supply Mars Digital with all necessary purchase order numbers and other internal information required for invoice processing at the time of signing this contract.
CLIENT AGREEMENT TO PAY
Every invoice will have a minimum of a 7 day payment term. In the event payment is not made by the due date, Mars Digital will charge a late payment fee of $25 per week on any overdue and unpaid balance not in dispute, to cover the labour, interest, and other costs Mars Digital incurs for carrying overdue invoices from you. In addition, Mars Digital reserves the right to stop work until payment is received.
Monthly recurring invoices will be due on the 20th of the each month, for the month the service takes place.
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.
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.
We are experts in web development and digital marketing but you are the expert at what you do; anything you send us or we create on your behalf should be verified and confirmed by you before being posted publicly. We do our best to make sure all the information we gather is accurate before submitting it for review, however, we rely on you to inform us if something is incorrect.
CONFIDENTIALITY
Mars 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 Mars Digital on behalf of your business or disclosed by you to Mars Digital.
PERIOD OF AGREEMENT AND NOTICE OF TERMINATION
This Agreement shall become effective as of the acceptance date and shall continue until terminated by either party upon not less than 30 days’ notice in writing given by either party to the other.
You have the right to modify, reject, cancel or stop any and all plans or work in progress. 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 minimise such costs and expenses.
Ongoing work such as hosting and maintenance can be cancelled at any time, with one month written notice. This allows Mars Digital the time to compile all data and offboard you as a client correctly. We will endeavour to take less than the time mentioned here.
PAYMENT FOR NON-CANCELABLE MATERIALS
Any non-cancelable 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 minimise such liabilities immediately upon written notification from you. We will provide written proof, upon request of your company, that any such materials and services, are non cancelable.
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.
TRANSFER OF MATERIALS
Upon termination of this agreement, provided that there is no outstanding indebtedness then owing by you to Mars Digital, Mars Digital shall transfer, assign and make available to you all property and materials in its possession or control belonging to you and your company. This includes but is not limited to administrator access to the website, Google Analytics, Google Ads and social media platforms. You agree to pay for all costs associated with the transfer of materials.
Updated: September 30, 2022