Terms.

Scopic - Terms of service

1. Online Advertising and Marketing Services.
Scopic Freelancers offers a variety of services to market businesses online and improve website visibility. By engaging us, you (Client) agree to the Terms and Service Agreement (Agreement) set forth below. If you have questions, or if we may be of any service, please do not hesitate to contact us. At scopic we provide social media marketing, videography, digital design, concept & web development, animation and related services on a local, national and international basis. As such, we submit information on your behalf to social media sites and search engine providers for whom you must agree to their terms and conditions. These providers may include, but are not limited to: Facebook, LinkedIn, Instagram, Google, Yahoo, MSN/Bing, Yelp, local online newspapers, Twitter, Pinterest, YouTube and other sites. The terms and conditions of these providers all apply. Scopic will not share your information with any business other than in the course of securing online advertising and marketing services on your behalf.

2. Advertising Material.
Scopic has the right to place information pertaining to your business on any of the social media, publisher, and search provider websites, such as those listed above, and you authorise Scopic to develop content based on information or material provided by you or your designees and collected by Scopic including copy, form, size, text, graphics, names, addresses, phone numbers, URLs, logos, trade names, trademarks, service marks, endorsements, photographs or likenesses, and videos. Further, you represent that the material and information you provide to Scopic is truthful, not misleading, and that you have the authority to represent this product and service information to Scopic. Additionally, if so contracted, you authorize Scopic to contact your customers for the sole purpose of gaining endorsements and reviews of your products and services for publication. Further, articles, press releases, and blog postings will be sent for approval before publishing. The timeliness of these pieces is critical to campaign performance. For this reason, all monthly content will be considered approved one week after the content was sent for approval unless requested edits or other communication is received from the client.

3. Client’s Obligations.
The Client shall provide assistance, technical information and decisions to Scopic, as reasonably required by the Project manager in sufficient time to facilitate the execution of marketing efforts in accordance with any estimated delivery dates or milestones. The Client agrees to work closely with Scopic to provide regular information and feedback so Scopic can create fresh content and make adjustments to marketing efforts, accordingly. The Client shall have sole responsibility for ensuring the accuracy of all information provided to us and warrants and undertakes to Scopic that the Client’s employees assisting in the execution of an effort have the necessary skills and authority. This includes providing necessary login information and passwords to access social media, analytics, hosting, domains, and other third-party accounts necessary for team members to carry out marketing efforts.

4. Rates.
All advertising purchased will be at the rates and on the terms indicated in this Agreement. Scopic may, in its discretion, from time to time, increase the rates listed on any rate card, modify the product/service offerings, or change its service terms. Scopic will inform the Client of any increase in rates, new product/service modifications, or change in terms in writing 30 days prior to the effective date of the increase, modification or change that could impact this agreement. If the rates are increased, products/services modified, or terms changed, the Client may cancel the remainder of the term of this Agreement, as of the date the new rates, modifications, or changes become effective. Client must notify the Agency in writing if the Client decides to cancel the remaining term of this Agreement because of increases, modifications, or changes not less than 10 days prior to the changes taking effect. If the Client fails to provide such written notice, Client agrees to be bound by the new rates. Product/service modifications, and terms, which will become a part of this Agreement and become effective on the date set forth in the Agency’s notice.

5. Payment.
Subtle Sounds LTD will issue invoices to Client. For project work 50% deposit is due to confirm purchase. 50% of said balance is due following the delivery of asset/work. For retained contracts monthly balance must be paid in advance on the first (1st) of each month that the contract is in effect. Failure to secure final approval from Client on website designs, social media page creation, digital creatives or coop reimbursement on digital ads will not be considered a reason to delay payment beyond the due date. Interest will accrue at the rate of 18% per annum for any late payment. In addition to the amount owed for unpaid advertising and applicable interest or late charges, the Client agrees to pay Scopic for all expenses incurred by it to collect any amounts payable under this Agreement, including costs of collection, court costs and attorney’s fees.

6. Taxes.
In the event that any federal, state or local taxes are imposed on the printing, publication or distribution of advertising material or on the sale of advertising or products and services produced by Scopic, these taxes will be assumed and paid by the Client.

7. Termination.
Scopic may reject an advertising order and/or immediately terminate this Agreement, upon notice to Client for any of the following reasons:

(a) if the Client fails to make payment when due or otherwise fails to perform any of the provisions of this Agreement,

(b) if the Client makes an assignment for the benefit of creditors,

(c) if a petition in bankruptcy or for reorganisation under the bankruptcy or insolvency laws is filed by or against the Client,

(d) if the Client ceases doing business or is likely to cease doing business or

(e) in the opinion of the Agency, the credit of the Client is or may be impaired.

If this Agreement is terminated for any of these reasons, Client will nevertheless remain liable for balances due on any products and services that were purchased, whether billed or unbilled, and Agency will send an invoice to Client, which Client agrees to promptly pay.

8. Cancellation.
If Client seeks to cancel services prior to expiration of the term, they may cancel with 30 days written notice provided that they immediately pay all outstanding invoices, the hourly rate for any hours used beyond those included in Agreement, and a cancellation fee equal to one month’s service fees under Agreement.

9. Errors.
The Client may not claim a breach, terminate or cancel this Agreement if there are typographical errors, incorrect ad placements, under deliveries, omissions or errors in advertising, social media and website content provided byScopic. Scopic agrees to take corrective action within 2 business days of notification by the Client, that portion of the advertising, website or social media content which may have been rendered valueless by such typographical errors, incorrect ad placements, under deliveries or omission of copy, unless such error arose due to the error or omission of Client, or after the advertisement, website or social media content had been set and proofed or otherwise confirmed by the Client or the advertisement was submitted after start date. The Agency will not be liable to Client for any loss or damage that results from a typographical error, incorrect ad placement, under delivery, omission or error related to the products and services it provides.

10. Retainer Clients.
If you are on a monthly marketing retainer, you will be advised in your Agreement the specific terms of our agreement.

11. PPC.
Client acknowledges the following with respect to Pay-Per-Click (PPC)/Paid Social Media Campaigns/Paid Search Services from Agency:

11.1. Scopic accepts no responsibility for policies of PPC Advertising Networks, social media platforms, third-party search engines, directories or other web sites that Scopic may submit to with respect to the classification or type of content it accepts, whether now or in the future. Client’s website or content may be excluded, rejected or banned from any third-party resource at any time. Client agrees not to hold us responsible for any liability or actions taken by third-party resource under this Agreement.

11.2. Client acknowledges and agrees that Scopic makes no specific guarantee or warranty regarding the search providers, social media platforms or publishers to which it submits advertising on your behalf, including placement of paid advertising or any specific results. Scopic does not warrant the number of calls, clicks, impressions, event registrations, website visits, or that paid advertising will appear in response to any particular query. Scopic does not guarantee position, consistent positioning, or specific placement for any particular ad, keyword, phrase or search term.

11.3. Client acknowledges that our past performance is not indicative of any future results client may experience.

11.4. We do not warrant that the performance will be error-free but will immediately act (the next business day) to correct errors once they have been identified.

11.5. Client acknowledges that paid advertising may be subject to the individual advertising network’s policies and procedures. Changes to these policies may require added resources employed by Scopic to adhere to these changes. The Client may be charged an additional fee for making these updates, based on the hourly rate of £125 per hour.

11.6. Client acknowledges that any of the online advertising networks, social media sites, search engines, directories or other resources may reject, block, prevent or otherwise stop accepting submissions for an indefinite period of time.

11.7. Client acknowledges that online advertising networks or search engines may drop listings from its database for no apparent or predictable reason. Scopic shall re-submit resources to the search engine based on the current policies of the third-party advertising network in question.

11.8. Scopic will endeavor to make every effort to keep client informed of any changes that we are made aware of that impact any of the online marketing, social media campaign and strategy and the execution thereof under this Agreement.

11.9. Client acknowledges that Scopic cannot guarantee the exact placement of client’s advertising; its availability or availability related to the funds in the client’s account.

11.10. Cost for digital media advertising are additional. Payment for media that Scopic is running on behalf of Client shall be paid for in advance of running. In the event that there is a lag in payment or lack of adequate funds in a third-party account (e.g. Google, Facebook, Yahoo), Agency reserves the right to pause advertising until accounts are made whole.

11.12. Development of text ads, image ads, video ads, and/or banner ads in support of online marketing or paid social media campaigns will be outlined specifically as a part of the deliverables in the strategy with Scopic.

11.13. Agency does not offer any refunds for SEO or digital marketing campaigns (SEO, PPC, Shopping Feeds, Email Marketing, Re-marketing, Content Marketing, Blogging, Social Media).

12. Intellectual Property Rights.
All advertising artwork and copy which represents the creative effort of the Scopic and/or utilisation of creativity, illustrations, labor, composition or material furnished by it, is and remains the property of Scopic UK, or the relevant third party from whom we has acquired a right of use, including all rights of copyright therein. Client understands and agrees that it cannot authorise photographic or other reproductions, in whole or in part, of any such advertising copy for use in any other advertising medium without payment for creative services. All logos, website and social media content is considered to be owned by the Client once it has received final approval to go live and payment in full has been received and may be reused, shared and reproduced by the Client.

13. Advertising Content.
We may, in its sole discretion, edit, alter, omit, reject or cancel at any time any of Client’s digital advertising products or services to meet industry standards Client’s budget. All digital advertising placements are at the option of Scopic, unless a specific placement is purchased by the Client. Failure to meet placement requests will not constitute cause for adjustment, refund, make good, termination or cancellation of this Agreement.

14. Disclaimer of Warranties.
To the maximum extent permitted by applicable law, Scopic and its suppliers disclaim all warranties not expressly set forth in this document, whether express or implied, including, but not limited to implied warranties of merchantability and fitness for a particular purpose, with regard to Agency services.

15. Indemnity.
Client agrees to indemnify and hold harmless Scopic, its owners and employees from and against all allegations, claims, actions, suits, demands, damages, liabilities, obligations, losses, settlements, judgments, costs and expenses (including without limitation attorneys’ fees and costs) which arise out of, relate to Scopic’s use of materials furnished by Client (including but not limited to, logos, slogans, trademarks, written content, photographs, video, music and fonts). Information or data obtained by us from you to substantiate claims made in marketing deliverables shall also be deemed to be “materials furnished by you.” Such claims may include claims for invasion of privacy, defamation, patent, trademark, copyright or other intellectual property claims. Additionally, Client agrees to indemnify and hold harmless Scopic, its owners and employees against any and all allegations, claims, actions, suits, demands, damages, liabilities, obligations, losses, settlements, judgments, costs and expenses (including without limitation attorneys’ fees and costs) which arise out of, relate to business ideas, innovations, concepts, websites, web-based applications and the like that Client has generated and has asked Scopic to develop or implement. For example, if you have an idea for a web application, we develop it, and it is determined that the application’s functionality violates another company’s patent, you will indemnify Scopic for any claims instituted by the third party. Agency does not take responsibility for determining whether your business ideas, business plans, concepts or innovations may interfere with another party’s rights or are otherwise in compliance with applicable law. You warrant that any business ideas, business plans, concepts or innovations that you have presented to Scopic and asked Scopic to create deliverables for are compliant with applicable laws, rules and regulations.

16. Limitation of Liability:
IN NO EVENT SHALL SCOPIC BE LIABLE TO CLIENT FOR ANY DIRECT, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS, LOSS OF DATA OR LOSSES AS A RESULT OF DISCLOSURE OF USER CONTENT OR OTHER DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SCOPIC’S PRODUCTS OR SERVICES. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF AGENCY EXCEED ANY COMPENSATION PAID BY YOU TO AGENCY FOR ITS PRODUCTS OR SERVICES.

17. Excusable Delays.
The Agency will not be liable for any damages related to delay or failure to perform due to causes beyond its control, including but not limited to, fire, strike, work stoppage or other labor interruption, terrorism, sabotage, war, civil disturbance, governmental action, rules or regulations, failure of machinery, equipment or information systems, failure of suppliers and digital partners, the elements, flooding, power outages or interruptions or acts of God. Scopic’s inability or failure to perform will not constitute a breach of this Agreement. Performance by Scopic of its obligations under this Agreement will be suspended during this type of delay or failure to perform. The Client may, however, terminate this Agreement if suspension lasts more than thirty (30) days.

18. No Waiver.
Scopic’s failure to insist upon the performance by the Client of any term or condition of this Agreement or to exercise any of their rights under this Agreement on one or more occasions will not result in a waiver or loss of Scopic’ right to require future performance of these terms and conditions or to exercise its rights in the future.

19. Assignment.
Scopic may assign, delegate or subcontract any rights or obligations under this Agreement.

20. Miscellaneous.
All covenants and agreements of the parties made in this Agreement will survive termination or expiration of this Agreement. This Agreement and the Scopic’ current rate cards constitute the entire agreement between the parties and supersede and cancel any prior agreements, representations or communications, whether oral or written, between the parties relating to the subject matter of this Agreement. This Agreement may not be changed orally and may only be amended in writing and signed by both parties.

21. Authority.
The person(s) signing this Agreement certifies that (s)he is lawfully authorised to purchase services on behalf of their respective company.

22. Execution and Term.
Terms and conditions of this Agreement are binding on both parties on the date the Agreement is signed and/or payment is made.