1. Governing Terms and Provisions. The Terms and Conditions of the Agreement (the “Terms and Conditions”) described herein exclusively govern the Services provided by SKIRLY LTD (registered number 12725094, of 71-75 Shelton Street, London, Greater London, United Kingdom, WC2H 9JQ – “Skirly”, “we”, “us” or “our”) to Customer. The Terms and Conditions and the Agreement form the entire agreement between SKIRLY LTD and Customer and exclusively govern SKIRLY LTD’s and Customer’s relationship during the Agreement’s existence.
  2. Relationship. The relationship of SKIRLY LTD and Customer under this Agreement is not an agency, partnership, joint venture, or similar relationship. Except as otherwise specifically authorized, SKIRLY LTD and Customer shall not have any authority to assume or create obligations on the other party’s behalf. Neither party shall take any action that has the effect of creating the appearance of its having such authority.
  3. Purpose. Customer wishes to purchase from SKIRLY LTD, and SKIRLY LTD wishes to sell to Customer, pursuant to the Terms and Conditions of this Agreement, website services, as more fully described in paragraphs six through nine (hereinafter referred to as “Services”), in exchange for payment as described in this Agreement and paragraph four.
  4. Payment. Customer agrees to make an initial twenty percent deposit of the selected package cost. Upon receiving the payment, the Effective Date is set and we begin the inceptive project stage composed of services described in paragraphs 7.1 a through g, 7.4.a, 7.5.a, 7.10.a, 7.10.b and 7.11 a through d. After delivery and approval of the inceptive stage, Customer will pay half of the remaining balance, effectively 40% of the total package price, covering project completion. The remaining payment is due upon completion and receipt of all services included in the purchased package. SKIRLY LTD is expressly allowed to suspend performance under the Terms and Conditions of the Agreement due to non-payment by Customer, and all amounts due and owing will become automatically due.
  5. Duration. The Agreement becomes binding and governs the Parties on the Effective Date, and continues in full force and effect as described in Paragraph 4 of the Terms and Conditions, or is terminated sooner in accordance with Paragraph 4 of the Terms and Conditions.
  6. Services. SKIRLY LTD will perform the Services as defined by this Agreement and its Terms and Conditions. SKIRLY LTD’s performance of Services is conditioned upon Customer’s compliance with this Agreement and its Terms and Conditions.
  7. Organic Package. Scope of work & deliverables:
    1. Planning. Your website begins with a thorough, up-front process of discovery. Through interviews and surveys, we develop a series of deliverables that allows us to work efficiently through the duration of production.
      Your projects success depends on a solid foundation, this work is crucial.
      Deliverables:
      1. Staging environment setup
      2. Timeline & milestone setup
      3. Business objectives survey
      4. Design objectives survey
      5. Ideal customer profile brief
      6. Conversion workflow
      7. Sitemap
    2. Conversion content. Your website needs to convert traffic into qualified leads. We will help develop and refine your sales letter and site layout into several deliverables that will be used to convert traffic into leads.
      Deliverables:
      1. Sales letter development (Homepage, Services, Products, About, & Contact Us)
      2. Content download opt-in’s (Customer opt-in / Vendor opt-in)
      3. Auto-responder series (Customer focused 6 part email series / Vendor focused 6 part email series)
    3. Additional content. We know that you will have additional content that is supporting to the primary conversion pages that we are helping you with. We will help you organize and load this content into the content management system when ready. You will have the ability to change content in our system as often as you like, but we will provide the initial proofing and loading of up to twenty (20) pages.
      Deliverables:
      1. Content inventory
      2. 2 Rounds of professional proofing
      3. Load content into CMS and format
      4. 2 Rounds of on-site revisions to content layout
    4. Design. We will create a custom website design based on your branding, colors, functionality requirements, and best usability practices. Your design will be unique to your company and setup for maximum conversion.
      Your website will consist of a combination of convention and creativity to make sure that your visitors can find the content they need and inquire about your services. We design and code to the highest of standards and always keep up with industry trends.
      Deliverables:
      1. 1 Custom website design concepts
      2. 2 Rounds of revisions
      3. Templates & interface code for: Homepage, Inside pages, Standard page elements (headers, paragraphs, images, videos, links, etc), Form elements
      4. Cross-browser tested in Internet Explorer 6+, Firefox 2+, Safari, & Google Chrome
    5. Mobile design. Visitors browsing your site from other device types account for up to 20% of your website traffic. We will create a separate mobile and tablet design of your site that will make browsing from these platforms an enjoyable experience. We will accomplish this by making your site “responsive” to various browser sizes.
      Deliverables:
      1. 1 mobile concept
      2. 2 rounds of revisions
      3. 1 tablet concept
      4. 2 rounds of revisions
      5. Device testing – iPhone, iPad & Android
    6. Website. We will create your website with about thirty (30) pages. Content will be created and provided by you. Content can range from text, pictures, galleries, PDF/PPT/DOC downloadable files, embedded video, forms, and any element supported by our Platform. All of our websites include dynamic menus as well as sitemaps to control site navigation.
      CUSTOM MODULES: We will create the following custom modules as part of your website:
      • Forms: contact us, customer feedback, and franchise opportunity; all form data will automatically be collected in our database
      • Blog/News: you will be able to post new content and articles; your blog will include an rss feed, categories, and an archive; comments are optional; your blog will be integrated directly into your website; your blog supports categories, tags, and rss; we will implement Facebook comments for additional shareability of blog content
      • Homepage Hero: we will use mobile compatible technology (jQUERY) to create an innovative homepage hero slideshow so that you can feature new products or information; each slide will have the following assets: title, subtitle, short description, link, image or video;
      • Locations: we will create a dynamic content database that will serve as location “landing pages”; each location will have the following assets: name, short description, full description (HTML-enabled), primary image, supporting images (up to 10), address with Google Map embed, directions, hours, services (up to 10 checkbox fields), phone number, email contact; we will create a “reviews” app that will add the ability for web visitors to rate their experience at a specific location – this information will be pushed to Google Reviews for higher local search placement;
      Deliverables:
      1. Fully functional website
      2. Google Analytics install
      3. Google Webmaster tools setup
    7. Email marketing. Create one (1) branded newsletter template. Setup three (3) email marketing list that will have an easy signup via the website for news and special offers. At the point of every purchase or inquiry the customer will be prompted to add themselves to this marketing list.
      Deliverables:
      1. 1 Custom email marketing template
    8. Social media setup. We will integrate social media widgets into the site in the appropriate places. Additionally, we will customize your various social media properties to have a consistent look & feel and desired functionality.
      Deliverables:
      1. Facebook commenting on-site
      2. Social media links
      3. Social sharing (“like” and share buttons)
      4. Twitter feed + hashtags for product/service page feeds
      5. Facebook tabs for opt-in & products/services
      6. Facebook & twitter RSS tie-ins
      7. Customize Facebook page icon & cover image
      8. Customize Twitter page design
    9. Completion. Before your website goes live we will do a quality assurance review of each web page to make it meets scope specification. Also, we will help you transfer your DNS to point to your new website. Finally, we will provide a thirty (30) day warranty period from the day the website goes live to make sure the website meets your specifications.
      Training. Included in this initial project will be three (3) one hour system webinar trainings covering the following topics:
      1. Basic website management & blog
      2. Custom Modules & Plugins
      3. Email Marketing
      4. Analytics
      Each of these trainings will be recorded and presented for future use. Additional screencast trainings might be delivered to support specific processes included in your website project. Sometimes pre-recorded videos or documentation are opted in place of webinar trainings for certain backend processes.
    10. Search engine optimization. In addition to your website needing to convert visitors into qualified leads, your site needs to attract more qualified traffic. We accomplish this by optimizing your websites content for a basket of relevant, traffic-rich keywords.
      Deliverables:
      1. Competitive benchmark three (3) top competitors
      2. Keyword research, target top ten (10) opportunities
      3. Optimize page titles
      4. Meta descriptions
      5. SEO copywriting / text optimization
      6. Image optimization
      7. Google XML
      8. Robots.txt
      9. Optimize up to three (3) locations’ Google Local, Bing, Citysearch, and Yelp profiles; one (1) round of review and revisions per profile
    11. Search engine marketing. We will use a combination of tactics based on a core strategy of content generation to increase the traffic to your site. This ongoing campaign will be driven from a quarterly strategy outline followed with 3 months of tactical implementation. Each quarter we will review strategy and implement changes as necessary.
      Deliverables:
      1. Define goals
      2. Brainstorm & keyword discovery
      3. In-depth keyword research
      4. Competitive analysis
      5. Local listing submission & optimization (Google, Yahoo, Bing, and others)
      6. Industry specific directory placement
      7. Competitive link building
      8. Link bait development
      9. Blogging & PR submission
      10. Local business directories
      11. Social media optimization
  8. Search Package. Services and costs of the Organic Package are included. Scope of work & deliverables:
    1. PPC Keyword Selection Services. We will manage a list of keywords and phrases relevant to client’s desired search terms based upon:
      1. Research we conduct on behalf of the client.
      2. Competitive analysis of keyword terms currently in market use.
      3. Other client-provided analytics and metrics for particular terms or phrases.
    2. PPC Campaign Components, Implementation, Ongoing Research and Reporting Services.
      1. Advertising Copy. We will write advertising copy that is designed to drive high quality traffic to client web site(s) based upon the various keywords identified and selected in section 4.1. Click-through rates shall be tracked and copywriting shall be adjusted based on these reports.
      2. Campaign Budgeting. After deducting costs of other included packages, 95% or the remaining amount will be used as an initial budget for all PPC efforts.
      3. Campaign Creation and Implementation. We will set up independent PPC accounts in client name with all agreed-upon PPC Advertising Networks and subject to the agreed-upon budgets. We will create various campaigns with varying advertising copy, keywords and demographic targeting based on the our research. Campaigns may differ in copywriting and keyword usage based upon the individual PPC advertiser.
        We may create special Web Pages (“landing pages”) to which all click-through actions. Creative services rendered under this Agreement may be subject to separate Web Design and Development fees and terms and conditions.
      4. Monitoring and Reporting: We will monitor and manage client’s PPC campaign and monitor CPC (cost per click) rates. Bids may be adjusted in order to maximize high quality traffic. Non-performing keywords may be removed from the PPC campaign based on the results of this reporting. Reports shall be provided to client on a monthly basis.
    3. ROI and Conversion Tracking Software.
      In the event that it is deemed necessary and vital to install ROI tracking or other metric measurement software, we will monitor and configure software packages (“the Installation” or the “Software”). We are not responsible for keeping copies, back-ups or any other form of the Software after turning over the original copies to client. We will not maintain the Installation, updates, or any daily tasks required for the maintenance of the Software under this Agreement.
      We will not manage or maintain copies of licenses for any of the software packages or installations under this Agreement. All licenses for software installations will be turned over to client upon execution of this Agreement.
  9. Social Package. Services and costs of the Organic and Search Packages are included. Scope of work & deliverables:
    1. Services will be mutually allocated and/or as directed by Client based on our recommendations. The objective is to plan and execute a strategic social media-marketing plan, deploy first-steps organic social, social PPC tactics and facilitate Client’s future ability to migrate programs in-house, post-deployment. The focus for this phase is:
      1. Perform Competitive Intelligence to research competitor’s previous and existing paid, organic and social marketing campaigns to see what was effective and their spending patterns.
      2. Identification of Google keyword inventory for main service lines & map relevancy in various social channels including Twitter, Facebook, YouTube, MySpace and other niche’ topical communities we discover to be relevant.
      3. Identify Facebook PPC & organic interest segments. For clarification, organic “interest segments” are FB groups, events, people, fan pages, applications, etc.
      4. Identify Facebook PPC segments. These PPC segments are used to place ads on Facebook right sidebar ads and take users to the same or similar landing pages as Google PPC. Facebook PPC is simply another PPC channel for direct sales and branding.
      5. Landing pages can also be within Facebook, which is sometimes a reasonable or great choice.
      6. Identify mainstream YouTube paid search segments susceptible to Client’s products, messages & brand.
      7. Review data gleaned from the research and choose select organic social, mainstream organic SERPs Universal SERPs and paid social targets from the service lines for first promotional efforts. aimClear suggests there be a face to face meetings as provided for herein, given the depth and detail of this project.
    2. Campaign Budgeting. After deducting costs of other included packages, 95% or the remaining amount will be used as an initial budget for all Social Media PPC efforts.
    3. Deploy first-target social campaigns, both social organic and social PPC. Conduct multi-variate ad-message/landing page testing. The objectives are to determine best grid of channels, keywords, text ads and landing pages to meet Client’s traffic and conversion objectives. Work with client to select additional organic social, social PPC segments and interest group targets.
    4. Continue testing. Determine cost & ROI of ongoing program including recommendations for scaling the program to other organic social and social PPC channels. Scale programs as time allows and reasonably prudent during initial 4 month engagement. “Reasonably prudent” means ROI positive, for opportunities that have actually been identified and with the management cost-feasibility calculated based on Client’s future self-maintenance. In other words, our fee will not be included in the calculation of ongoing profitability. The Cost feasibility analysis will be based on Client’s internalization of the programs.
  10. Customer Marketing & Communications. Customer agrees to receive marketing, advertising, and promotional communications from SKIRLY LTD via the phone number and email provided on the completed contract. Methods may include phone calls, text messages, emails, and direct mail pieces.
  11. Authority. SKIRLY LTD and Customer represent and warrant that they have full power and authority to enter into and perform this Agreement. SKIRLY LTD and Customer also represent and warrant that the person executing this Agreement is properly authorized and empowered to do so.
  12. Notices. Any notice required by this Agreement must be given in writing and delivered by mail, fax, and/or electronic mail to the addresses set forth in this Agreement. SKIRLY LTD and Customer may from time to time change their respective address and must give written notice of the new address and the date when it will become effective within 14 days of doing so.
  13. Severability. The provisions of this Agreement and its Terms and Conditions are severable. If any portion, provision, or part of this Agreement is held, determined, or adjudicated to be invalid, unenforceable, or void for any reason whatsoever, each such portion, provision, or part shall be severed from the remaining portions, provisions or parts of this Agreement and shall not affect the validity or enforceability of any remaining portions, provisions, or parts.
  14. Successors. This Agreement and its Terms and Conditions shall inure to the benefit of and be binding on the heirs, legal representatives, successors, and permitted a ssigns of SKIRLY LTD and Customer.
  15. Survival Of Certain Provisions. Termination or expiration of this Agreement for any reason shall not release the Parties from any liabilities or obligations set forth in this Agreement and its Terms and Conditions that: (a) have expressly agreed shall survive any such termination or expiration or (b) remain to be performed or by their nature would be intended to be applicable following any such termination or expiration. The provisions of this section shall survive the expiration or earlier termination of this Agreement.
  16. Entire Agreement. This Agreement, together with its exhibits, constitutes the entire understanding and agreement between the parties and supersedes any and all prior oral or written communications with respect to it, all of which are merged into it. Except as specifically provided for, this Agreement and its Terms and Conditions may not be altered, amended, or modified except by an instrument in writing signed by a duly authorized representative of each party.
  17. Confidentiality. SKIRLY LTD and Customer agree that the Agreement and its Terms and Conditions are confidential and shall not be disclosed to a third party unless agreed upon in writing signed by a duly authorized representative of each party.
  18. Excuse for Performance. If the performance of SKIRLY LTD under this Agreement is prevented, hindered, or otherwise made impractical because of flood, strike, war, acts of government, or any other casualty or cause beyond the control of SKIRLY LTD, then SKIRLY LTD will be excused from its performance to the extent and as long as it is prevented, hindered, or delayed by any of these events.
  19. Media Releases. All media releases, public announcements, and public disclosures by Customer, its employees, or agents related to this Agreement, its subject matter or its Terms and Conditions, including promotional or marketing material, but not including any announcement intended solely for internal distribution by Customer or any disclosure required by legal, accounting, or regulatory requirements beyond the reasonable control of Customer, shall be coordinated with and approved by SKIRLY LTD in writing before production.
  20. Compliance With Laws. Customer agrees to comply with all applicable federal, state, and local statutes, ordinances, rules, and regulations. Customer agrees to not violate any law applicable to the creation and use of any trademark, copyright, trade secret and any related information.
  21. Attorneys’ Fees and Costs. In the event of a material breach of the Agreement, the prevailing party in any action commenced to enforce this Agreement shall be awarded its reasonable attorneys’ fees and court costs.
  22. Indemnification. Customer shall indemnify, defend, and hold SKIRLY LTD harmless from and against any and all liability, litigation, demands, claims, losses, damages, recoveries, settlements, and expenses (including without limitation reasonable attorneys’ fees and costs) arising from or in connection with Customer’s Content, Customer’s website, Customer’s use of the Services, Customer’s breach or alleged breach of its representations or warranties, and/or Customer’s violation of laws, rules or regulations
  23. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED “AS IS”, SKIRLY LTD DISCLAIMS ANY AND ALL WARRANTIES OF ANY KIND, INCLUDING ANY EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AS WELL AS ANY WARRANTIES ALLEGED TO HAVE ARISEN FROM CUSTOM, USAGE, OR THE COURSE OF DEALING BETWEEN THE PARTIES. SKIRLY LTD DOES NOT WARRANT THAT THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS OR THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. IN ADDITION, SKIRLY LTD DOES NOT WARRANT OR GUARANTEE THAT CUSTOMER WILL BE ABLE TO ACCESS THE SERVICES AT ALL TIMES. CUSTOMER UNDERSTANDS AND ACKNOWLEDGES THAT INTERNET CONGESTION AND OUTAGES, AS WELL AS MAINTENANCE, DOWNTIME, AND OTHER INTERRUPTIONS, MAY INTERFERE AT TIMES WITH YOUR ABILITY TO SERVICES.
  24. No Liability for Special, Incidental, Consequential, or Punitive Damages. In no event will SKIRLY LTD be liable for punitive, exemplary, loss of profits or any special, incidental, or consequential damages, however caused, even if SKIRLY LTD has been advised of the possibility of any such damages
  25. Disclaimer of Warranty Against Infringement. SKIRLY LTD makes no warranty that the Services are or will be delivered free of any person’s claim of patent, trademark, copyright, or similar infringement. Customer assumes all risks (including the risk of suit) that the Services or any use of the Services will infringe existing or subsequently issued patents, trademarks, or copyrights. SKIRLY LTD has no knowledge which would lead it to believe that the manufacture, use, or sale of the goods will result in a claim of infringement of patents, trademarks, or copyrights.
  26. Customer Warranties. Customer agrees to obey and comply with all applicable laws, rules, and regulations governing SKIRLY LTD’s performance of the Services. Customer warrants that it has the legal right to grant any license deemed necessary to allow SKIRLY LTD’s performance of Services, and has acquired any and all required third party clearances, consents and licenses necessary in connection with SKIRLY LTD’s performance of Services, that Customer Content is true and accurate and does not violate any law or regulation and is not misleading, defamatory, libelous or slanderous, that SKIRLY LTD use of Customer Content in providing the Services will not infringe or violate third party rights, that the Customer website and its content will not contain any material that is obscene, pornographic, profane, fraudulent, libelous or defamatory, and will not infringe or violate the rights of any third party. SKIRLY LTD expressly reserves its right to terminate the Agreement if Customer violates any part of this provision.
  27. Termination for Breach. SKIRLY LTD reserves the right to automatically terminate the Agreement and discontinue Services for any reason including, but not limited to: Customer requests to publish any private, illegal, defamatory, obscene, slanderous or inappropriate materials, fraud, copyright infringement, and/or abusive use of our website and email services.
  28. Return of Confidential Information. On termination of this Agreement for any reason, Customer shall immediately deliver to SKIRLY LTD all documents, data, records, customer lists, notebooks, and similar writings relating in any way to any proprietary information of SKIRLY LTD, including copies then in Customer’s possession, whether prepared by Customer or others. Customer is entitled to retain any and all documents, data, or other items created and/or originated by Customer. Any confidential information will be marked as such by SKIRLY LTD or orally conveyed by SKIRLY LTD to Customer.
  29. Reservation of Rights. SKIRLY LTD reserves the following rights: (1) the right to change third party vendors, web marketing solutions and systems without notice to allow for better service performance and may do so with providing Notice to Customer; and (2) the right for SKIRLY LTD to monitor any and all use of the Services and gather system data for the purpose of optimizing the Services. SKIRLY LTD will not disclose Customer data to any third party and any matter that specifically identifies Customer.
  30. Counterparts: This Agreement may be executed in counterparts which, when taken together, shall constitute a binding agreement between Customer and SKIRLY LTD.
  31. ADA Compliance is Customer’s Sole Responsibility and Indemnification. It is Customer’s sole responsibility to ensure that Customer’s Content, Customer’s website, and Customer’s use of the Services are in compliance with the Americans with Disabilities Act (ADA), 42 U.S.C. § 12101, et seq., and any related state statutes or regulations.SKIRLY LTD is not responsible for ensuring that Customer’s Content, Customer’s website, or Customer’s use of the Services fully comply with the ADA and any related state statutes or regulations.
    Customer shall indemnify, defend, and hold SKIRLY LTD harmless from and against any and all liability, litigation, demands, claims, losses, damages, recoveries, settlements, and expenses (including without limitation reasonable attorneys’ fees and costs) arising from or in connection with Customer’s failure to comply with the ADA and/or Customer’s violation of the ADA and any applicable state statutes or regulations.