DIGITAL MARKETING SERVICES AGREEMENT

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Agreements
March 4, 2024

DIGITAL MARKETING SERVICES AGREEMENT

THIS AGREEMENT is hereby entered into on this ………………day of …….……………. Two Thousand and ……………………………

BETWEEN

  1. DVT Online, a company with its principal place of business at XXXX,  hereinafter the (“Company”)

    AND

  1. [COMPANY NAME] a YYYY company with its principal place of business at[address], hereinafter the (“Customer”)

WHEREAS the Company is rendering digital marketing services (the “Services”) to the Customer in return of Commission as per the terms of this Agreement.

WHEREAS Customer is engaged in the business of content creation consultancy, and desires to engage the Company to obtain such Services as defined in the Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and promises set forth herein, the Parties agree as follows:

1.SCOPE OF SERVICES:

The Company shall set up, manage and optimize an online marketing campaign of the Customer on a monthly basis with the aim to improve the Customer’s online presence, and to maximize the Customer’s business and profits. The Company shall also render strategic advice to the Customer which shall include:

  1. a) Setting up, managing and optimizing the product and price strategy.
  2. b) Setting up, managing and optimizing Webinars and Video Sales Letters.
  3. c) Setting up, managing and optimizing the landing pages.
  4. d) Setting up, managing and optimizing email marketing.
  5. e) Setting up, managing and optimizing paid advertising.
  6. f) Setting up, managing and optimizing organic traffic.
  7. TERM AND TERMINATION:

The term of this Agreement will commence on the Effective Date set forth above and will continue for twelve (12) months (“Term”) during the Agreement shall not be terminated. This agreement will be terminated after Term, after which the Company and Customer can discuss a new contract.

  1. COMPENSATION:

In consideration for the Services provided by the Company, the Customer agrees to pay the Company a commission on a monthly basis based on the following compensation structure:

  1. a) For every new client brought on by the Company through its online marketing efforts, the Company will receive 20% of the commissions that the Customer receives from the new client for the duration of 1 year.
  2. b) The Company will receive the 20% commissions on a monthly basis, for the duration of 1 year.
  3. c) In the event that the Company brings on a few clients for the customer in sixth (6) month, The company has the right to receive its commission on those clients from month 6 to one year later. Therefore, even after the agreement with the customer has ended, the Company will still receive its commission.
  4. d) The Company shall issue the invoice at the end of each month to the Customer which shall be payable within fourteen (14) working days from the date of the receipt by the Customer.
  5. LIMITATIONS OF WARRANTIES AND LIABILITY:
  6. a) THE SERVICE PROVIDED BY COMPANY, IT’S USE AND THE RESULTS OF SUCH USE ARE PROVIDED ON AN “AS IS,” “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, COMPANY MAKES NO WARRANTIES (INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT), GUARANTEES, REPRESENTATIONS, PROMISES, STATEMENTS, ESTIMATES, CONDITIONS, OR OTHER INDUCEMENTS, EXPRESS, IMPLIED, ORAL, WRITTEN, OR OTHERWISE, EXCEPT AS EXPRESSLY SET FORTH HEREIN, COMPANY DOES NOT WARRANT OR GUARANTEE CONVERSION RATES, PAY-UP RATES, RESPONSE RATES OR ABILITY TO CONVERT THE RESPONSES INTO SALES. COMPANY DOES NOT WARRANT OR GUARANTEE THE PROFILE OR DEMOGRAPHICS OF A RESPONDENT. COMPANY DOES NOT GUARANTEE TO MATCH COLORS, TEXT, PHOTO IMAGE OR SCREEN DESIGN. ALL ORDERS ARE CONTINGENT UPON COMPANY’S ABILITY TO PROCURE NECESSARY ON-LINE ACCESS AND COMPANY IS NOT RESPONSIBLE FOR DELAYS CAUSED BY ACCIDENT, WAR, ACT OF GOD, EMBARGO, PANDEMIC, COMPUTER SYSTEM FAILURE, OR ANY OTHER CIRCUMSTANCE BEYOND ITS CONTROL.  COMPANY WILL MAKE EVERY EFFORT TO MEET SCHEDULED DELIVERY AND ONLINE DATES AND ACCEPTS NO LIABILITY FOR ITS FAILURE TO MEET SAID DATES.
  7. b) EXCEPT FOR ANY THIRD PARTY INDEMNITY CLAIMS, NEITHER PARTY SHALL BE LIABLE FOR ANY PUNITIVE DAMAGES OR INDIRECT OR CONSEQUENTIAL LOSS, DAMAGE, COSTS OR EXPENSE OF ANY KIND WHATSOEVER AND HOWSOEVER CAUSED, WHETHER ARISING UNDER CONTRACT, TORT, NEGLIGENCE, STATUTE OR OTHERWISE, INCLUDING, (WITHOUT LIMITATION) LOSS OF PRODUCTION, LOSS OF OR CORRUPTION TO DATA, LOSS OF PROFITS OR OF CONTRACTS, LOSS OF OPERATION TIME AND LOSS OF GOODWILL OR ANTICIPATED SAVINGS, EVEN IF ADVISED OF THEIR POSSIBILITY EXCEPT IF SUCH LOSSES ARE THE RESULT OF FRAUD ON THE PARTY OF COMPANY. IN ANY EVENT, COMPANY’S TOTAL OBLIGATIONS AND/OR LIABILITY, IF ANY HEREUNDER, SHALL BE LIMITED TO THE AMOUNTS PAID TO IT IN THE ONE (1) MONTH PRIOR TO CUSTOMER NOTIFYING COMPANY OF A DISPUTE.
  8. c) The Provisions of this Section 4 are an essential element of the benefit of the bargain reflected in this Agreement.
  9. INDEMNIFICATION:

General Indemnity: Each Party shall indemnify, defend and hold harmless the other, its employees, principals (partners, shareholders or holders of an ownership interest, as the case may be) directors, officers, and agents, from and against any third-party claims, losses, and liabilities (including reasonable attorneys’ fees) relating to (1) Section 4; or (2) damage to real and/or tangible personal property directly caused solely by the gross negligence or willful conduct of the indemnifying Party, its personnel or agents in connection with the performance of the Services hereunder. To the extent that such claim arises from the concurrent conduct of Customer, Company, and/or any third party, each Party’s obligations of indemnity under this paragraph shall be effective only to the extent of each Party’s pro-rata share of liability. To receive the foregoing indemnities, the Party seeking indemnification must promptly notify the other in writing of a claim or suit and provide reasonable cooperation (at the indemnifying Party’s expense) and full authority to defend or settle the claim or suit. The indemnifying Party shall have no obligation to indemnify the indemnified Party under any settlement made without the indemnifying Party’s written consent.

6.DISPUTE RESOLUTION:

In a case that the Parties cannot amicably resolve a dispute from this Agreement, the parties agree to resolve any such dispute or damage claim by mediation. The mediation proceeding shall be conducted in Netherlands, in accordance with the rules of the Netherlands Arbitration Institute then in effect with one (1) Mediator to be selected by mutual agreement of the Parties.

  1. MISCELLANEOUS CLAUSES:
  2. a) Non-Exclusive Relationship. Company may provide the same or similar services to other customers and Customer may utilize other service providers that are competitive with Company.
  3. b) The rights and remedies provided to each of the Parties herein shall be cumulative and in addition to any other rights and remedies provided by law or otherwise. Any failure in the exercise by either Party of its right to terminate this Agreement or to enforce any provision of this Agreement for default or violation by the other Party shall not prejudice such Party’s rights of termination or enforcement for any further or other’s default or violation or be deemed a waiver or forfeiture of those rights.
  4. c) All notices required under or regarding this Agreement will be in writing and will be considered if delivered via e-mail addressed to the following designated parties:

If to Company:                              If to Customer:

info@dennisvanthoor.nl                      [customer’s email]

  1. d) If any term or provision of this Agreement is held to be illegal or unenforceable, the validity or enforceability of the remainder of this Agreement will not be affected.
  2. e) The section headings in this Agreement are intended solely for convenience of reference and shall be given no effect in the construction or interpretation of this Agreement.
  3. f) Entire Agreement. This Agreement constitute the entire agreement between the Parties and supersede any prior or contemporaneous communications, representations, or agreements between the Parties, whether oral or written, regarding the subject matter of this Agreement.
  4. g) Amendments. This Agreement may be amended only by an instrument in writing executed by the parties hereto.
  5. h) Applicable Law. This Agreement is made under and will be construed in accordance with the law of The Netherlands, without giving effect to that state’s choice of law rules.
  6. i) Successors and Third-Party Beneficiaries. This Agreement shall ensure to the benefit of Company and Customer and any successors or assigns of Company and Customer, except that Company may not assign this Agreement to any third-party unless such an assignment is made as part of an assignment of all or substantially all of Company’s assets or equity. Except for permitted successors and assignees and as otherwise stated in this Agreement, no third party shall have any rights hereunder.

IN WITNESS WHEREOF, the parties have executed this Partnership Dissolution Agreement as of the date first above written.

SIGNED by the parties:                                                      )

……………………………                                                             ) _________________

(DVT ONLINE -THE COMPANY)                                             ) Signature

)                                                                                                                                     )

AND

 

……………………………

(CUSTOMER NAME- THE CUSTOMER)                                  ) _________________

) Signature

)

)

 

 

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