Our goal at Szia Marketing is to produce Raving Fans—clients who are so delighted with our services that they tell everyone they know. Based upon our many years of experience across similar projects, we have identified a set of best practices for this engagement. To this end, we ask that each party commit to the following responsibilities:
In order to ensure a successful engagement, and build a mutually successful long-term relationship, Szia Marketing commits to:
Provide quality workmanship consistent with industry standards and Szia Marketing best practices.
Deliver items on time and thoroughly tested.
Acknowledge all customer communications within 4 business hours.
Explain things in a non-technical, easy to understand manner. In addition, we will be honest about whether we know an answer.
Promptly raise any schedule concerns and manage project scopes tightly to ensure on-time delivery.
Notify the Client and receive approval prior to completing any out of scope work.
Treat the Client’s staff courteously at all times.
Make Szia Marketing team available off-hours as needed for urgent matters.
In order to ensure a successful engagement, and build a mutually successful long-term relationship, the Client
Be clear about expectations and goals.
Assign a single, full-time primary point of contact who will consolidate all Client questions and feedback, return email and phone communications promptly.
Attend all scheduled meetings and respond to all email and phone calls within 24 hours.
Deliver items on time, as promised. This includes, but is not limited to campaign budgets, design feedback, content, offers.
Promptly raise any concerns to Szia Marketing management so they can be addressed to ensure your satisfaction.
Treat Szia Marketing staff courteously at all times.
Pay invoices on time and as promised.
Szia means ‘hello’ in Hungarian and what better way to approach marketing than asa way to introduce your brand to your audience by starting with hello, bonjour, hallo, konichiwa! We are passionate about the power of quality content, social media, and digital marketing and we love tapping our passions to help you meet your business objectives.We are boutique digital marketing company based in New York City. We build effective digital marketing strategies, create powerful content, and develop efficient content management processes for our small business clients.
Your Goals Matter, Your Company Matters, Your Campaigns Matter and You Matter. Our core service vales have three essential elements that keep us focused.
Regular weekly or monthly meetings. Your campaigns are never on autopilot and we will meet with you regularly to review your campaigns, provide reporting, bring ideas for improvement, and answer your questions.
Quarterly innovation review. In addition to our regular meetings, we will set aside time each quarter to discuss new ideas and innovation in digital marketing that can help your campaigns be even more successful.
Basecamp project collaboration. We use Basecamp to collaborate on project action plans, record discussions and share documents. You’ll never be wondering about the status of your projects or digging through email to find documents.
Weekly Management review. Szia Marketing's senior leadership reviews the data and strategy from every campaign each week. You can be assured that your campaign will get the attention it deserves and that it is never “under the radar”.
Dedicated account team. Szia Marketing will assign a dedicated account team that will get to know you and your business personally. Our experts will stay with you from start to finish establishing consistency and leveraging experience with your campaigns.
Custom reports and dashboards. Szia Marketing will provide detailed data on the performance of your campaigns in a customized dashboard to keep you informed on how your campaigns are doing.
4 hour response. When you reach out to your Szia Marketing account team and send a message, we will often get back to you within minutes, but no longer than 4 business hours.
Focus on your goals. Szia Marketing does not deliver cookie cutter campaigns. Each campaign is fully customized to your company’s goals.
Flexibility. We know that things can change with your business, so we strive to be flexible to reach new
goals, use new content, or create a new schedule to get things done based on changes in your business.
Honesty and transparency. At Szia Marketing, we never hide from data and the truth, and we will always share information in a spirit of transparency. You will be able to see all of the data you want, and you will always have access to your accounts.
Personal responsibility. Szia Marketing team members take personal responsibility for each task, client and campaign. We are always ready to go the extra mile to ensure your campaigns are successful, since each campaign reflects on us personally.
Open learning and sharing. You’ll learn a lot working with Szia Marketing. Our open and sharing style will expand your understanding of managing digital marketing campaigns. By working with Szia Marketing, you’ll learn about digital marketing strategies and how to use data to help you be successful.
1.SERVICES DELIVERED. The following are the Terms and Conditions for this Agreement under which Szia Marketing will provide services to Client in accordance with the Statement(s) of Work part of this Agreement.
1.1. This agreement does not include any media, photography, email service fees, hosting, list purchase, advertising or other third-party costs, unless specified in the Service Order. Client will approve all such purchases, in advance. If Szia Marketing pays for any products or services on behalf of Client that are not specified in the service order, Szia Marketing will invoice Client for these services monthly, in advance.
1.2. If the service order includes creative services, Szia Marketing assumes a maximum of 2 edit cycles. Szia Marketing will assess and provide a budget estimate for additional edit cycles if the Client’s requested edit cycles exceed this number.
2. CHANGES TO STATEMENT(S) OF WORK.
2.1. Either Client or Szia Marketing may propose changes to the Statement(s) of Work. Such changes will be effective only after Client and Szia Marketing agree, in writing, to the changes and to the effect, if any, on payments due under this Agreement.
2.2. Client may not require services or deliverables not set forth in the Statement(s) of Work unless agreed to in writing by Szia Marketing. Szia Marketing may not require payment of any fees or charges not set forth in the Statement(s) of Work unless agreed in writing by Client.
3. RESOURCES TO BE PROVIDED TO Szia Marketing.
Except for such information and resources as are required to be furnished by Szia Marketing under this Agreement, Client shall supply to Szia Marketing such information and resources as Szia Marketing shall reasonably determine are required to carry out the Services required by this Agreement, including text, graphics, data and other content, which shall be supplied in such form or format as Szia Marketing and Client may reasonably agree. For example, Client will implement the tracking codes if needed on their website.
These codes may include Google conversion tracking, Google Analytics tracking and code for Google Webmaster tools.
If appropriate, Client will utilize its own CRM system for data collection from the campaigns, and Szia Marketing will have access to the reporting data from the CRM system. Szia Marketing will not support Internet Explorer 6.x or any earlier version of Internet
Szia Marketing may retain third parties to work on Client Services on such terms as Szia Marketing deems appropriate.
5. DELIVERABLES: DELIVERY AND ACCEPTANCE.
5.1. Szia Marketing shall deliver the various Deliverables, which shall conform in all material respects to the requirements stated in the Statement(s) of Work. Szia Marketing shall use its best efforts to meet the dates set forth in the Statement(s) of Work. After consultation, Szia Marketing and Client may agree in writing to extend the due dates for any date of the Statement(s) of Work.
5.2. Delivery of services under this Agreement by the Szia Marketing Team will be limited by the number of hours stated in the Service Order, if specified. If additional hours are required, Szia Marketing will invoice the Client for actual hours worked above the stated number of hours per month, as approved in advance by the client, at a rate of $150/hour. Szia Marketing will provide notification to client to facilitate pre-approval of additional work.
6.1. Invoicing and Payment. Unless specified differently in the Service Order, the following payment terms will apply. TheMonthly Retainer Fee will be billed at the beginning of every month, net 30 days. Client will prefund the Digital Advertising Account at kickoff and monthly in advance for the duration of the campaign. 50% of all development and/or
creative work will be due at the start of each project. 25% is due upon completion of design, if applicable, and balance is due upon completion of the project or 2 months from
start, if earlier. Client will reimburse Szia Marketing for long distance travel and other related expenses. Client will approve these expenses in advance.
6.2. Payment by Credit Card. If Client pays Szia Marketing by Credit Card, all credit card fees will be deducted from the Monthly Digital Advertising Budget, if any, or billed to Client.
6.3. Payment and Termination. If this Agreement is terminated, all unpaid fees for services rendered prior to the date of termination shall become immediately due and payable. If no price terms are stated in the Statement(s) of Work, Szia Marketing shall be paid on a time-and-materials basis in accordance with Szia Marketing's then-standard rates and
terms. All unspent Digital Advertising Budget funds, excluding any associated Retainer Fees, will be refunded to Client upon termination.
6.4. Failure to pay. If any payment is not made as required, Szia Marketing may give notice of the failure to pay. If Client fails to make payment in full fifteen (15) days after notice,
(a) any unpaid amount shall be subject to a late charge equal to 1.5% per month from the date of such notice until such amount is paid and
(b) Szia Marketing may terminate this Agreement. Termination for non-payment shall be in
addition to all other remedies available to Szia Marketing in this Agreement or under applicable law.
6.5. Credit Card Decline Fee. If any credit card payment by Client is declined or fails to process for any reason, Szia Marketing will invoice Client a fee of $50 per incident.
7. INTELLECTUAL PROPERTY.
7.1. Client Owns Substantive Content and Work Product. All Substantive Content shall be owned exclusively by Client and all rights in the Substantive Content shall belong exclusively to and be retained by Client, whether or not incorporated into any Deliverable. All Work Product (other than generic features belonging to Szia Marketing) shall be owned by and all rights therein shall belong exclusively to Client and shall be "works made for hire" under the Copyright Act of 1976. Under this agreement, at the expense of Client, Szia Marketing shall, without further consideration, execute such documents as are reasonably required to vest such ownership in Client; and its employees providing services in connection with the development of a Deliverable hereby expressly disclaim any and all rights, interest or claim in or to any Work Product. If the copyright to any Work Product shall not be the property of Client by operation of law, Szia Marketing and such employees hereby and without further consideration, irrevocably assign to Client all right, title and interest in such Work Product, including all so-called “moral rights”, such Work Product to be and to remain the property of Client whether copyrighted or not.
7.2. Szia Marketing owns Other Rights. Szia Marketing shall retain all title, copyright and other proprietary rights in software, know how, tools, trade secrets, intellectual property, or
methodology (other than Substantive Content or Work Product owned by Client) used in performing, creating or developing a Deliverable.
7.3. License. Szia Marketing hereby grants to Client a perpetual, non-exclusive, non-transferable, royalty-free worldwide SZIA MARKETING, INC. WW.SZIAMARKETING.COM PHONE: (+1) 917-202-9446 pg. 12 license to use any of the software (in executable code form only), intellectual property, technology or any other
property or information owned, created or furnished by Szia Marketing as necessary for Client to use the Deliverables for Client's business use and marketing purposes. This license is subject to the terms and conditions of the iStock Content License Agreement for any and all photos and videos licensed by Szia Marketing on behalf of clients.
8. WARRANTY, MAINTENANCE AND SUPPORT.
8.1. Services Warranty. Szia Marketing warrants that the Services and Deliverables will be performed in a professional and workmanlike manner. Szia Marketing further warrants that it and its employees who render the Services have and will have the skills, education and experience to render the Services in such manner. Szia Marketing warrants and represents that:
(1) the Services, Deliverables and Work Product created by it shall not infringe or violate the rights of any third party, including, but not limited to, intellectual property rights; and
(2) Szia Marketings use of the Services and Deliverables as contemplated in the Statement(s) of Work will comply with all applicable laws and regulations.
8.2. Client Warranties. Client warrants and represents that:
(1) the Substantive Content shall not infringe or violate the rights of any third party, including, but not limited to, intellectual property rights; and
(2) Client’s use of the Services and Deliverables will comply with all applicable laws and regulations.
9. DISCLAIMER OF ADDITIONAL WARRANTIES.
9.1. EXCEPT FOR THE WARRANTIES SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTIES TO THE OTHER PARTY, EXPRESSED OR IMPLIED, AND EACH PARTY EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. SZIA MARKETING DOES NOT WARRANT THE RESULTS OF ANY SERVICES. THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS. SZIA MARKETING SHALL NOT BE LIABLE OR RESPONSIBLE FOR ANY LOSS, DAMAGE OR INJURY CAUSED AS A RESULT OF THESE SERVICES.
9.2. Szia Marketing will not be liable for the content, either text or graphics, of pages which Client chooses to place on the Web or send via email or print. Client agrees to indemnify and hold Szia Marketing harmless from any cost or damages, including reasonable attorneys' fees, incurred in any claim or proceeding arising from any content or information supplied by Client. Szia Marketing agrees to indemnify and hold Client harmless from any cost or damages incurred in any claim or proceeding arising from any content or information supplied by Szia Marketing.
9.3. EXCEPT AS OTHERWISE EXPRESSLY STATED IN THIS AGREEMENT, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, AND NEITHER PARTY SHALL BE RESPONSIBLE FOR ANY LOSS OF PROFITS OR LOST SAVINGS RESULTING FROM OR ARISING OUT OF ACTIVITIES UNDER THIS AGREEMENT. THIS SECTION SHALL SURVIVE TERMINATION OF THIS AGREEMENT.
9.4. SZIA MARKETING DOES NOT AND CANNOT CONTROL THE FLOW OF DATA TO OR FROM THE DEVICES OR THROUGH THE INTERNET OR ANY OTHER ELECTRONIC CONNECTION. SUCH FLOW DEPENDS IN LARGE PART ON THE PERFORMANCE OF THE INTERNET OR SUCH OTHER ELECTRONIC CONNECTION PROVIDED OR CONTROLLED BY THIRD PARTIES. AT TIMES, ACTIONS OR INACTIONS CAUSED BY THESE THIRD PARTIES CAN PRODUCE SITUATIONS IN WHICH SZIA MARKETING CLIENTS’ CONNECTIONS TO THE INTERNET, ELECTRONIC CONNECTION, OR PORTIONS THEREOF, MAY BE IMPAIRED OR DISRUPTED. ALTHOUGH SZIA MARKETING
WILL USE COMMERCIALLY REASONABLE EFFORTS TO TAKE ACTIONS IT DEEMS APPROPRIATE TO REMEDY AND AVOID SUCH EVENTS, SZIA MARKETING CANNOT GUARANTEE THAT THEY WILL NOT OCCUR. ACCORDINGLY, SZIA MARKETING DISCLAIMS ANY AND ALL LIABILITY RESULTING FROM OR RELATED TO THESE EVENTS OR ANY EVENTS OUTSIDE THE REASONABLE CONTROL OF SZIA MARKETING.
10. LIABILITY CAP.
NEITHER PARTY’S LIABILITY TO THE OTHER PARTY FOR ANY AND ALL CLAIMS IN ANY WAY RELATED TO THIS AGREEMENT SHALL EXCEED THE TOTAL OF PAYMENTS MADE TO SZIA MARKETING UNDER THIS AGREEMENT.
11.1. The term of this Agreement shall commence on the Effective Date, and shall continue as specified in all mutually agreed upon statement(s) of work.
11.1.1. If this agreement includes monthly retainer services, the term of this agreement is 12 months for all monthly retainer services, but may be terminated at the end of any calendar month by either party with at least 60 days written notice, after the first six months of the program, unless otherwise stated on the Service Order. The campaign management services
or retainer portion of this Statement of Work will automatically renew for one year terms with a 5% annual price increase unless cancelled by either party.
11.1.2. If the Client selects a long-term service commitment of 12 or 24 months in the Sales Order, then the Client cannot cancel during the term of the Agreement, the 5% price increase will not apply, and the Client will earn the discount selected in the Sales Order.
11.2. Either party may terminate this Agreement:
188.8.131.52. In accordance with provisions stated in this Agreement or the Service Order that provide for termination,
184.108.40.206. In the event that the other party ceases business operations or assigns all or
substantially all of its assets for the benefit of creditors generally, or
220.127.116.11. In the event of any material breach by the other party that is not cured within thirty (30) days after written notice.
12.1. Upon termination of this Agreement by Szia Marketing due to a material breach by the Client, Client shall promptly deliver to Szia Marketing all Deliverables, and all other objects and
materials furnished or used by Szia Marketing hereunder, and all license rights granted to Client herein shall terminate.
12.2. Upon termination of this Agreement by the Client due to a material breach by Szia Marketing, Client shall retain possession of Deliverables received and fully paid for as of the date of termination, and Client’s rights to such Deliverables shall be the same rights that are granted to Client by this Agreement as to Deliverables for which full payment has been made.
13.1. Except as is otherwise provided in this Agreement, the parties shall have such remedies for breach or termination as are provided by applicable law.
14. GENERAL PROVISIONS.
14.1. Attorneys’ Fees and Interest. In case of any breach of this Agreement by either party, including but not limited to non-payment of fees when due, the other party shall be entitled to recover its costs of enforcement, collection, and litigation, including all reasonable attorneys’ fees.
14.2. No Raiding. Client and Szia Marketing agree that each party to this Agreement will not, without the express prior written permission of the other, solicit to employ, any employee of the other. The duration of the restriction in this paragraph shall be the term of this Agreement plus one year.
14.3. Relationship of Parties. Szia Marketing shall be deemed to have the status of an independent contractor, and nothing in this Agreement shall be deemed to place the parties in the relationship of employer-employee, principal-agent, partners or joint ventures. Szia Marketing is responsible for all payments to its subcontractors.
4.4. Payment of Taxes. Szia Marketing shall be responsible for any withholding taxes, payroll taxes, disability insurance payments, unemployment taxes, and other similar taxes or
charges incurred in the performance of the Agreement.Client shall be responsible for all sales taxes, use taxes, value-added taxes, import duties or tariffs or other similar taxes resulting from or arising under this Agreement.
14.5. Force Majeure. Neither party shall be deemed in default of this Agreement to the extent that performance of their obligations or attempts to cure any breach are delayed or prevented by reason of any act of God, fire, natural disaster, accident, act of government, shortages of materials or supplies, or any other cause beyond the reasonable control of such party ("Force Majeure") provided that such party gives the other party written notice thereof promptly and, in any event, within fifteen (15) days of discovery thereof and uses its reasonable efforts to cure the delay. In the event of such a Force Majeure, the time for performance or cure shall be extended for a period equal to the duration of the Force Majeure. Force Majeure shall not operate to extend the due dates for any payments to Szia Marketing for Services rendered prior to the occurrence of such Force Majeure.
14.6. Partial Invalidity. Should any provision of this Agreement be held to be void, invalid, or inoperative, the remaining provisions of this Agreement shall not be affected and shall continue in effect as though such void, invalid or inoperative provisions were deleted.
14.7. No Waiver. The failure of either party to exercise any right or the waiver by either party of any breach, shall not prevent a subsequent exercise of such right or be deemed a waiver of any subsequent breach of the same or any other term of the Agreement.
4.8. Notice. Any notice required or permitted to be sent hereunder shall be in writing and shall be sent in a manner requiring a signed receipt, such as Federal Express, courier delivery, or certified mail, return receipt requested. Notice is effective upon receipt. Notice to Client shall be addressed to the Client address above, or such other person or address as Client may designate. Notice to Szia Marketing shall be addressed to Laura Schneider, Founder, Szia Marketing, or such other person or address as Szia Marketing may designate.
14.9. Entire Agreement. This Agreement, including the Statement(s) of Work thereto, states the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings and agreements between the parties with respect thereto. No amendment or modification of this Agreement shall be made except by a writing signed by both parties. This Agreement shall bind the parties’ respective heirs, successors and permitted assigns.
14.10. Governing Law. This Agreement shall be governed and interpreted in accordance with the substantive law of New York State, excluding its provisions relating to conflicts of laws.
14.11. Venue and Jurisdiction of Legal Actions. Any legal action brought concerning this Agreement or the subject matter of this Agreement, including but not limited to an action to enforce an arbitration award, shall be brought only in the courts of New York State or in the federal courts located in New York, and both parties agree to submit to the jurisdiction of these courts.
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