This Consulting and Services Agreement (the “Agreement”) along with the company’s “Terms and Conditions” located on the company website here made and effective as of the initial payment is submitted (Date) by and between the Payer of services (collectively known as the “Client or Company”) on the one part, and Miami Marketer (known as the “Consultant”) on the other part.
Description of Services: Starting with the date of payment submissions, Consultant agrees to provide agreed consulting and implementation services (collectively, the “Services”) to the Client including, but not limited to: marketing strategy development and implementation, marketing turnkey automation systems.
Term: The term (the “Initial Term”) of this Agreement shall commence on the date of Agreement and shall be based on client’s program selection and when final payment has been submitted. Any extension of the Initial Term shall require approval by the parties.
Duties and Responsibilities:
The Services will be delivered according to functional specifications and related information as provided from time to time by the parties. Consultant acknowledges that it has been contracted for the Services and that they shall report all findings and makes all recommendations directly to the primary contact appointed by the Company.
The Company shall appoint a primary contact to be available on a daily basis in order to expedite the feedback, development, and implementation process. The Services, if applicable, including all software, projects, reports, versions and solutions in either source code or object code form, in a manner as requested by the Company, shall be delivered to the Company at the earlier of: (a) on a weekly basis, (b) the completion of a project or a task within a project, or (c) the termination of this Agreement. Every effort will be made to accurately represent Company’s products, services and its potential. The Consultant does not offer a guarantee on earnings of any revenue, customers, and/or conversions using the techniques and services offered.
The consultant shall not be liable for any loss or damage which the Company may suffer which is in any way attributable to any delay in performance or completion of this Agreement, regardless of how that delay arises.
Without prejudice, the Consultant shall have no liability for any losses or damages which may be suffered by the Company whether the same are suffered directly or indirectly or are immediate or consequential which fall into the following categories:
- Any indirect or consequential loss arising under or in relation to the Agreement even though the consultant was aware of the circumstances in which such loss could arise;
- b) Loss of profits; loss of anticipated savings; loss of business opportunity or goodwill;
- c) Loss of data; Loss of search engine rankings; Loss of website traffic;
- d) Loss of followers; Loss of access to social media profiles
Consultant is acting as an independent Contractor with respect to the Services provided to the Company. Consultant while performing Services for the Company will not be considered an employee or agent of the Company. The Company will not be responsible for Consultant’s acts or the Consultant’s personnel while performing Services under this Agreement. Nothing contained in this Agreement shall be construed to imply an employer-employee, joint venture, business, partnership or principal-agent relationship between the parties and neither party by virtue of this Agreement shall have any right, power or authority to act or create any obligation, express or implied, on behalf of the other party. Neither party is by virtue of this Agreement, authorized to act as an agent or other representative of the other and neither party shall hold itself out as being so authorized except as otherwise set forth herein. Consultant will receive an annual Form 1099 Misc. as a non-employee independent contractor.
All work by Consultant shall be performed in a timely, professional and workmanlike manner. Time frames or estimates that Consultant gives are contingent upon the Company’s full cooperation which includes complete and final content fulfillment for the work pages and deliverables. During development, feedback is required from company in order to progress to subsequent phases. Feedback is to be delivered to Consultant through a primary contact appointed by the Company that will be available on a daily basis in order to expedite the feedback process. Consultant shall execute and deliver any document or instrument reasonably requested by the Company to perfect the Company’s ownership in the Intellectual Property developed by the Consultant as part of the Consultant’s services performed hereunder.
The Company shall have the right to reasonably observe and monitor all aspects of the performance by Consultant of its obligations hereunder and Consultant shall use reasonable efforts to facilitate such observation and monitoring. Confidential Information, functions and operations of Consultant not directly related to its obligations hereunder shall not be subject to observation and monitoring.
Consultant has the right to limit the number of revision proposals of the Services to a reasonable amount and may charge for additional services if the Company desires to make any change to the originally agreed specifications. The Consultant’s development phase is flexible and allows certain variations to the original specification. However, any material deviation from the specification will be charged at the rate of $400.00 per hour for example if Company wants to create an entirely new campaign or launch.
On completion of the work, the Company will be notified and given the opportunity to review the work. The Company must notify Consultant in writing of any unsatisfactory points within seven (7) calendar days of such notification. Any of the work which has not been reported in writing to the consultant as unsatisfactory within the seven (7) day review period will be deemed to have been approved. Once approved, or deemed approved, work cannot subsequently be rejected, and the Agreement will be deemed to have been completed and any remaining balance for the project price will become due.
If the Company rejects any of the Consultant’s work within the seven (7) day review period, or not approve subsequent work performed by the Consultant to remedy any points recorded as being unsatisfactory, and the Consultant, acting reasonably, considers that the Company has been unreasonable in any rejection of the work, the Consultant may elect to treat this Agreement as terminated and take measures to recover payment for the completed work.
Delivery Date and Delays:
Consultant agrees to deliver project within the deadline agreed starting from the date the client has provided all necessary assets required to complete the project. If client fails to provide all required assets, consultant will deliver the project within a reasonable deadline that takes into consideration any delays caused by client.
Accounts which are not paid within 15 days will incur a late administration fee of $20 + applicable 3rd party fees. Accounts which remain outstanding for 30 days after the date of invoice will incur an additional late payment fee equivalent to 5% of the project costs for each week payment is outstanding.
An account or project shall be considered in default if it remains unpaid for 30 days from the date of invoice or “the client” has stated expressly that they do not intend to pay unless prior arrangements have been made. “Consultant” shall at it’s sole discretion suspend any and all services provided to the client by “Consultant” or it’s subsidiaries (including but not limited to hosting, websites designed files, concepts, artwork, 3rd party software and email) and employ debt collection measures until the total outstanding balance has been fully paid. This includes any and all unpaid accounts due for services ordered, including, but not limited to design, hosting, domain registration, search engine submission, maintenance, sub-contractors, printers, photographers and libraries plus bank interest calculated daily for each day payment is overdue.
Suspension of such services does not relieve the client of it’s obligation to pay the due amount. Files on external servers, such as hosted e-commerce solutions will be removed and held until payment is made or for 30 days until the client has paid for their invoices in full.
“The Client” whose account is in default agree to pay “Consultant” reasonable legal expenses and third party collection agency fees in the enforcement of these Terms and Conditions.
“Consultant” retains all copyright for work performed until full project costs have been paid. “Consultant” reserves the right to reuse or resell work undertaken in the case of payment default.
“Consultant” accepts no liability or responsibility for loss of income or damage to the client for work removed from third party servers, as a result of non-payment and “The Client” will not take legal action for any situation arising from invoice disputes or removal of the disputed work in such cases.
Termination of this Agreement:
Either party may terminate this Agreement with prior written notification to the other party of seven (7) business days subject to any outstanding payments due to Consultant.
Services will be marked as an abandoned project when the following conditions are met:
- After fourteen (14) calendar days has passed with the company not reasonably providing the following, but not limited to, documents, guidance, credentials, approvals, assets, videos, audio, content, or images needed to complete project within the guideline.
- After twenty-one (21) days has passed from the Company’s last message to the Consultant and the task is not marked as complete.
- If the Company has not responded in seven (7) calendar days to the Consultant’s message, Consultant will attempt to email the Company. If the Company does not respond within seven (7) calendar days, the Consultant will mark the task as Abandoned.
- If Services are marked Abandoned by Consultant, this is indicating the Company has stopped responding and communicating with the Consultant, regardless of the task being completed in full by the Consultant. Any outstanding invoice shall be paid immediately by the Company.
- In the event that the Company wishes to continue a working relationship, a reinstatement fee of $1,000 will be applied to restart the project. Partial credit from any previously paid project may be considered by the Consultant on a case-by-case basis.