Sales Funnel SERVICE AGREEMENT CONTRACT

This contract is entered into between BDM Media Pty Ltd (hereinafter referred to as BDM Media and Client as outlined in the aligning proposal document

Summary:

We’ll always do our best to fulfil your needs and meet your expectations, but it’s important to have things written down so that we both know what’s what, who should do what and when, and what will happen if something goes wrong. In this contract you won’t find any complicated legal terms or long passages of unreadable text. We’ve no desire to trick you into signing something that you might later regret. What we do want is what’s best for both parties, now and in the future.

So in short;

You ‘Client”, (Client) are hiring us, BDM Media Pty Ltd (“BDM Media, We, Us OR The Company”) to:

Design, develop and manage a sales funnel built in Clickfunnels, Leadpages, wordpress or other recommended program (Hereafter referred to as Sales Funnel).

The Client understands that there are 3 payments for the Sales Funnel service.

  1. 50% deposit to initiate project

  2. 25% on design approval

  3. 25% on final handover of completed Sales Funnel


Additional fees can apply for domain registration and hosting
Of course it’s a little more complicated, but we’ll get to that. What do both parties agree to?

You: You have the authority to enter into this contract on behalf of yourself, your company or your organisation. You’ll give us the assets and information we tell you we need to complete the project. You’ll do this when we ask and provide it in the formats we ask for. You’ll review our work, provide feedback and approval in a timely manner too. Deadlines work two ways, so you’ll also be bound by dates we set together. You also agree to stick to the payment schedule outlined above.

Us: We have the experience and ability to do everything we’ve agreed with you and we’ll do it all in a professional and timely manner. We’ll endeavour to meet every deadline that’s set and on top of that we'll maintain the confidentiality of everything you give us.

GETTING DOWN TO THE NITTY GRITTY

Design

We create look-and-feel designs, and flexible layouts that adapt to the capabilities of many devices and screen sizes. We create designs iteratively and use predominantly Clickfunnels, HTML and CSS so we won’t waste time mocking up every template as a static visual. We may use visuals to indicate a creative direction (colour, texture and typography.) We call that ‘atmosphere.’

You’ll have plenty of opportunities to review our work and provide feedback. We’ll either share via email, a Dropbox, Google Drive folder or development site with you and we’ll have regular, possibly daily contact.

If, at any stage, you change your mind about what you want to be delivered and are not happy with the direction our work is taking you’ll pay us in full for the time we’ve spent working with you until that point and terminate this contract.

Text content

We’ll work with you to develop the text and images into your Sales Funnel. We provide professional copywriting and editing services, shaping your communications until you are agreed to proceed and take the information live. You have the option to provide the text yourselves or have one of our professional copywriters take care of it for you at the rate of $165/hr inc gst

Graphics and photographs

You should supply graphic files in an editable, vector digital format. You should supply photographs in a high resolution digital format. If you choose to buy stock photographs, we can suggest stock libraries. If you’d like us to search for photographs for you, we can provide a separate estimate for that at $165/hr for search plus royalty free image fees.

WordPress, Clickfunnels, HTML, CSS and JavaScript

We deliver Sales Funnels types developed in Clickfunnels, Leadpages or wordpress and from HTML markup, CSS stylesheets for styling and unobtrusive JavaScript for feature detection, poly-fills and behaviours.

Browser testing

Browser testing no longer means attempting to make a sales funnel look the same in browsers of different capabilities or on devices with different size screens. It does mean ensuring that a person’s experience of a design should be appropriate to the capabilities of a browser or device.

We test our work in current versions of major desktop browsers including those made by Apple (Safari), Google (Chrome), Microsoft (Edge), Mozilla Firefox and Opera. We’ll also test to ensure that people who use Microsoft Internet Explorer 11 for Windows get an appropriate experience. We won’t test in other older browsers unless we agreed separately. If you need an enhanced design for an older browser, we can provide a separate estimate for that.

Mobile browser testing

Mobile browser testing using popular smaller screen devices is essential in ensuring that a person’s experience of a design is appropriate to the capabilities of the device they’re using. We test our designs in:

iOS, Safari, Google Chrome Android: Google Chrome on Android Emulator. We won’t test in Blackberry, Opera Mini/Mobile, specific Android devices, Windows or other mobile browsers unless we agreed separately. If you need us to test using these, we can provide a separate estimate for that.

Search engine optimisation (SEO)

We don’t guarantee improvements to your website’s search engine ranking with Sales Funnels, but the web pages that we develop are accessible to search engines and designed and configured with SEO best practice in mind.

Changes and revisions

We don’t want to limit your ability to change your mind. The price at the beginning of this contract is based on one design with one revision, but we’re happy to be flexible. If you want to change your mind or add anything new after this initial works, that won’t be a problem as we’ll provide a separate estimate for those additional revisions at $165/hr including gst

Legal stuff

We’ll carry out our work in accordance with good industry practice and at the standard expected from a suitably qualified person with relevant experience. That said, we can’t guarantee that our work will be error-free and so we can’t be liable to you or any third-party for damages, including lost profits, lost savings or other incidental, consequential or special damages, even if you’ve advised us of them.

The use of the BDM Media Sales Funnel service is at the Client’s own risk.

BDM Media will set up your Sales Funnel Program campaign as quickly as possible, however in some instances the campaign can take 6-12weeks. The time frames we prescribe are reliant upon your full cooperation for the supply of final materials and information. The Client will be required to review and approve certain aspects of the campaign setup in order to progress the campaign to subsequent phases. BDM Media takes no responsibility for Client’s inaction or by not approving copy, of being available for meetings or workshops for their Sales Funnel Program campaign.

Approval of Sales Funnel works – On completion of the initial setup of the Sales Funnel Design and content, the Client will be notified in writing and will have the opportunity to review the Sales Funnel Design and content for approval. The Client can notify BDM Media in writing of any unsatisfactory information within 7 days of the notification. Any information not deemed to be unsatisfactory within the 7 days review period will be deemed to be approved.

If the Client wishes to suspend or cancel BDM Media’s Sales Funnel Services at any time please confirm in writing. Upon cancelation all agreed fees outstanding to BDM Media are to be paid in full within 5 working days of cancellation. If the Client chooses to cancel their Sales Funnel agreement with BDM Media, the  fees are not automatically stopped. BDM Media holds no liability for any charges that Facebook charges after the cancellation of your Sales Funnel service. If the Client wishes to stop the Facebook account at the same time that the Client cancels their contract with BDM Media, they should notify us in writing. BDM Media can stop the Facebook Ads Account on the Client’s behalf or the Client may choose to directly access their Facebook Account to organise cancellation.

Client agrees to the following with respect to Sales Funnel services:

  • The Client’s ongoing use of the services is binding acceptance of these terms and any changes hereto.

  • The Sales Funnel Services are provided for the duration of an agreed time frame as outlined in the Client Proposal. If the duration is not specified in the Client Proposal, a 12 week agreement applies. Should the client choose to cancel the Agreement during the contract term, the remainder of the  Sales Funnel Service fees agreed are payable in full.

  • Following the completion of the campaign, the Client will have the option to end the campaign or keep it going. If the Client chooses to continue with the campaign, but chooses to end the campaign thereafter, the Client is required to provide 7 days notice in writing.

  • The use of the BDM Media Sales Funnel service is at the Client’s own risk.

  • BDM Media is not Facebook. BDM Media is a separate entity from Facebook.

  • Client acknowledges that BDM Media makes no guarantee that the Sales Funnel Program will provide any increase in sales, business activity, profits or any other type of improvement to the Client’s business.

  • To the fullest extent admissible by law, BDM Media will not be held liable to the Client for any damages, including without limitation any direct, indirect, special, punitive, incidental, or consequential damage (including but not limited to damages for loss of business profits, business interruption, loss of information, loss of profits or goodwill or loss of use of facilities or equipment), or any other damages arising from the use of this Sales Funnel Program or negligence of BDM Media or otherwise

  • Where liability cannot be legally excluded, the liability of BDM Media is limited to $2000.

  • The Client agrees to indemnify BDM Media for any third party claim for damages arising out of or in any way connected with the supply of services by BDM Media to the Client, including without limitation any direct, indirect, special, punitive, incidental, or consequential damage (including but not limited to damages for loss of business profits, business interruption, loss of information, loss of profits or goodwill or loss of use of facilities or equipment), or any other damages arising from the Lead Gen Program and or negligence of BDM Media or otherwise

  • The Client agrees to indemnify and hold harmless BDM Media, its affiliates, subsidiaries, agents, officers and other partners and its respective employees from and against all damages, liabilities, actions, causes of action, claims, suits, losses, demands, costs and expenses (including without limitation reasonable legal fees, disbursements and court costs) arising from or in connection with the Client’s information, the Client’s use of BDM Media’s Sales Funnel services

  • All fees, services, documents, recommendations, and reports are confidential.

  • BDM Media reserves the right to subcontract any services that are agreed to perform your Sales Funnel services


Entire Agreement: This Agreement constitutes the entire understanding between the Parties with respect to any and all use of this Sales Funnel Program. This Agreement supersedes and replaces all prior or contemporaneous agreements or understandings, written or oral, regarding the use of this Sales Funnel Program. 

The Company may, from time to time and at any time without notice to You, modify this Agreement. You agree that the Company has the right to modify this Agreement or revise anything contained herein. You further agree that all modifications to this Agreement are in full force and effect immediately upon posting on the Sales Funnel Program and that modifications or variations will replace any prior version of this Agreement, unless prior versions are specifically referred to or incorporated into the latest modification or variation of this Agreement.

If any provision of this contract shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this contract and shall not affect the validity and enforceability of any remaining provisions.

You agree to routinely monitor this Agreement and refer to the Effective Date posted at the top of this Agreement to note modifications or variations. You further agree to clear Your cache when doing so to avoid accessing a prior version of this Agreement. You agree that Your continued use of the Sales Funnel Program after any modifications to this Agreement is a manifestation of Your continued assent to this Agreement.

In the event that You fail to monitor any modifications to or variations of this Agreement, You agree that such failure shall be considered an affirmative waiver of Your right to review the modified Agreement.

Term, Termination & Suspension:

The Company may terminate this Agreement with You at any time for any reason, with or without cause. The Company specifically reserves the right to terminate this Agreement if You violate any of the terms outlined herein, including, but not limited to, violating the intellectual property rights of the Company or a third party, failing to comply with applicable laws or other legal obligations, and/or publishing or distributing illegal material. If You have registered for an account with Us, You may also terminate this Agreement at any time by contacting Us and requesting termination. At the termination of this Agreement, any provisions that would be expected to survive termination by their nature shall remain in full force and effect. BDM Media reserves the right to refuse or terminate service. BDM Media has the right to be free from acts or threatening behavior, abusive or offensive language. Such communication will not be tolerated. No refund will be provided in case of abusive communications.

The Client guarantees any elements of text, graphics, photos, designs, trademarks, or other artwork provided to BDM Media for inclusion in the ads or on the Sales Funnel Program above are owned by the Client, or that the Client has received permission from the rightful owner(s) to use each of the elements, and will hold harmless, protect, and defend BDM Media and its subcontractors from any liability or suit arising from the use of such elements.

This Agreement, the signed Proposal any Agreements included in the signed Proposal constitutes the entire understanding of the parties. Any modifications thereto must be in writing and agreed by both parties.

Phew.

Intellectual property rights

Just to be clear, “Intellectual property rights” means all patents, rights to inventions, copyright (including rights in software) and related rights, trademarks, service marks, get up and trade names, internet domain names, rights to goodwill or to sue for passing off, rights in designs, database rights, rights in confidential information (including know-how) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which subsist or shall subsist now or in the future in any part of the world.

Blimey.

First, you guarantee that all elements of text, images or other artwork you provide are either owned by your good selves, or that you’ve permission to use them. When you provide text, images or other artwork to us, you agree to protect us from any claim by a third party that we’re using their intellectual property.

We guarantee that all elements of the work we deliver to you are either owned by us or we’ve obtained permission to provide them to you. When we provide text, images or other artwork to you, we agree to protect you from any claim by a third party that you’re using their intellectual property. Provided you’ve paid for the work and that this contract hasn’t been terminated, we’ll assign all intellectual property rights to you as follows:

You’ll own the website we design for you plus the visual elements that we create for it. We’ll give you source files and finished files and you should keep them somewhere safe as we’re not required to keep a copy. You own all intellectual property rights of text, images, site specification and data you provided, unless someone else owns them.

We’ll own any intellectual property rights we’ve developed prior to, or developed separately from this project and not paid for by you. We’ll own the unique combination of these elements that constitutes a complete design and we’ll license its use to you, exclusively and in perpetuity for this project only, unless we agree otherwise.

Displaying our work

We love to show off our work, so we reserve the right to display all aspects of our creative work, including sketches, work-in-progress designs and the completed project on our portfolio and in articles on websites, in magazine articles and in books. The Client agrees for BDM Media to include a small note and or logo in the footer of the Sales Funnel for the purposes of acknowledging that BDM Media is undertaking digital marketing works for the Client

Payment details

We issue invoices electronically. All proposals are quoted in Australian dollars and payments will be made at the equivalent conversion rate at the date the transfer is made.

Our payment terms are by automatic direct debit via EziDebit on your supplied credit card or other agreed payment method.

For any additional works undertaken via hourly rate, our payment terms are 7 days from the date of invoice. All proposals are quoted in Australian dollars and payments will be made at the equivalent conversion rate at the date the transfer is made.

You agree to pay all charges associated with international transfers of funds. The appropriate bank account details will be printed on our electronic invoice. We reserve the right to charge interest on all overdue debts at the rate of 10% per month or part of a month.

But where’s all the horrible small print?

Just like a parking ticket, neither of us can transfer this contract to anyone else without the other’s permission.

We both agree that we’ll adhere to all relevant laws and regulations in relation to our activities under this contract and not cause the other to breach any relevant laws or regulations.

This contract stays in place and need not be renewed. If for some reason one part of this contract becomes invalid or unenforceable, the remaining parts of it remain in place.

Although the language is simple, the intentions are serious and this contract is a legal document under exclusive jurisdiction of the laws of Queensland, Australia.

Dispute Resolution: Any dispute will be subject to the laws of Queensland Australia.

This Agreement constitutes the entire understanding of the parties. Any modifications thereto must be in writing and agreed by both parties.

When you sign to the terms of the Sales Funnel proposal, you agree to the terms and conditions of this agreement.

 
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