Last Version: 1 Jan 2017
Find here the terms and conditions governing the products and services from:
JZ Marketing And Communication. Address, Bongerd 48, 6581TG, Nijmegen The Netherlands.
Audiovisual productions Zarraga N.V. Tunastraat 12, Ponton, Oranjestad Aruba
General terms and Conditions Of contracts:
Contract: The Client agrees this contract will be valid for the period established above (one-time deal, 6 or 12 months). The contract cannot be terminated without a legitimate and legal reason such as bankruptcy, proven insufficient funds, etc. The client’s business being sold is not an acceptable legitimate reason for contract termination. In such a case the total contract needs to be either transferred to the new business owner or paid in full then the client must pay the totality of the contract agreed within 30 working days. Failure to pay the total due within 30 days will result in a late payment penalty fee of 5% extra of the total original amount due.
Payments: The Client agrees to issue payments per the terms outlined in this contract. All services will be invoiced on the date when the contract starts and should be paid within 15 working days after invoices are issued. In other words, the services provided should be paid the same month of service without exception unless otherwise agreed to in writing by the marketer. In the unfortunate case of overdue invoices (overdue payments are those payments after 30 days of the invoice date) will have a penalty of 5% extra above the monthly fee agreed upon. After two (2) months of being overdue, the services will be stopped. Services will then only be resumed upon payment of the total contract price. If legal fees are incurred on behalf of the Marketer to resolve disputes, the Client will be responsible for paying such legal fees.
The Marketer agrees to present the client with a marketing plan and other materials prior to promotion or execution for review and approval by the Client.
The Client agrees the marketer will become the brand representative during the period of the contract and the Marketer as such will have the right to use the brand name and represent it on behalf of the Client to the market, including the use of the Client’s logo with prior communication and approval by the Client.
The Client agrees to defend, indemnify and hold harmless the Marketer, its representatives, directors and employees, from and against all claims, damages, obligations, losses, liabilities, costs or debt and expenses (including but not limited to attorneys’ fees) arising from: the marketing services outlined in this contract and/or marketing plan, as well as the Client’s violation of any third party right, including without limitation any copyright, property, or privacy right.
The content of the website created is the Client’s responsibility only. Content refers to images, videos and text. The content needs to be delivered to the Marketer before being posted so the Marketer can assist the Client in adding this content to the website.
The Client agrees all invoices issued will be paid within 15 days of invoice dates and during the month services are being provided, not after services have been provided. This means invoices must be paid during the first 15 days of the current month, after which time payment is considered overdue and will result in late payment penalty fee, except as otherwise agreed to in writing (such as an email message) by the Marketer.
The Marketer agrees The Contract will have a try period of 45 days from signed to be Cancel by no specific reason. This way the client can evaluate the service before committing to the contract period agreed. But a writing notice should be send for a cancelation of the contract send to firstname.lastname@example.org before 45 days from the date the contract is signed. After this period the contract cannot be terminated without a financial or other upper reason as describe in this contract before.
Website Design Terms and Conditions
Our services for website design are split in 2 areas, Standard website Terms and conditions and Website Packages terms and conditions. The main difference is website standards apply to websites we produce and sale the total rights of use of its the design, code (html), domain and more features of the website to our clients, and website packages we offer a website lease service only.
1. STANDARD TERMS AND CONDITIONS
These are the standard terms and conditions for Website Design and Development and apply to all contracts and all work undertaken by Audiovisual Production Zarraga N.V. and JZ Marketing & communications for its clients.
2. OUR FEES AND DEPOSITS
A 50% deposit of the total fee payable under our proposal is due immediately upon you instructing us to proceed with the website design and development work. The remaining 50% shall become due when the work is completed to your reasonable satisfaction but subject to the terms of the “approval of work” and “rejected work” clauses. We reserve the right not to commence any work until the deposit has been paid in full. Unless agreed and signed in combination with other services, such as Direct Marketing, Full Marketing Management, etc.
The 50% deposit is only refundable if we have not fulfilled our obligations to deliver the work required under the agreement. The deposit is not refundable if the development work has been started and you terminate the contract through no fault of ours.
3. SUPPLY OF MATERIALS
You must supply all materials and information required by us to complete the work in accordance with any agreed specification. Such materials may include, but are not limited to, photographs, written copy, logos and other printed material. Where there is any delay in supplying these materials to us which leads to a delay in the completion of work, we have the right to extend any previously agreed deadlines by a reasonable amount.
Where you fail to supply materials, and that prevents the progress of the work, we have the right to invoice you for any part or parts of the work already completed.
We are pleased to offer you the opportunity to make revisions to the design. However, we have the right to limit the number of design proposals to a reasonable amount and may charge for additional designs if you make a change to the original design specification.
Our website development phase is flexible and allows certain variations to the original specification. However any major deviation from the specification will be charged at the rate of $90.00 per hour.
Once main mock up Design Proposal is approved and signed by The client, this will be the base design we build use for developing the website, major changes in design are not possible once after developing process have started.
5. PROJECT DELAYS AND CLIENT LIABILITY
Any time frames or estimates that we give are contingent upon your full co-operation and complete and final content in photography for the work pages. During development there is a certain amount of feedback required in order to progress to subsequent phases. It is required that a single point of contact be appointed from your side and be made available on a daily basis in order to expedite the feedback process.
6. APPROVAL OF WORK
On completion of the work you will be notified and have the opportunity to review it. You must notify us in writing of any unsatisfactory points within 7 days of such notification. Any of the work which has not been reported in writing to us as unsatisfactory within the 7-day review period will be deemed to have been approved. Once approved, or deemed approved, work cannot subsequently be rejected and the contract will be deemed to have been completed and the 50% balance of the project price will become due.
7. REJECTED WORK
If you reject any of our work within the 7-day review period, or not approve subsequent work performed by us to remedy any points recorded as being unsatisfactory, and we, acting reasonably, consider that you have been unreasonable in any rejection of the work, we can elect to treat this contract as at an end and take measures to recover payment for the completed work.
Websites: Upon completion of the 7-day review period, we will invoice you for the 50% balance of the project. Unless is agreed to pay in terms and together with other services such as Direct marketing, SEO, Social media and more.
9. WARRANTY BY YOU AS TO OWNERSHIP OF INTELLECTUAL PROPERTY RIGHTS
You must obtain all necessary permissions and authorities in respect of the use of all copy, graphic images, registered company logos, names and trademarks, or any other material that you supply to us to include in your website or web applications.
You must indemnify us and hold us harmless from any claims or legal actions related to the content of your website.
Once you have paid us in full for our work we grant to you a license to use the website and its related software and contents for the life of the website.
11. SEARCH ENGINES
We do not guarantee any specific position in search engine results for your website. We perform basic search engine optimization according to current best practice.
12. CONSEQUENTIAL LOSS
We shall not be liable for any loss or damage which you may suffer which is in any way attributable to any delay in performance or completion of our contract, however that delay arises.
To the full extent permitted by law, all terms, conditions, warranties, undertakings, inducements or representations whether express, implied, statutory or otherwise (other than the express provisions of these terms and conditions) relating in any way to the services we provide to you are excluded. Without limiting the above, to the extent permitted by law, any liability of Audiovisual Production Zarraga N.V. under any term, condition, warranty or representation that by law cannot be excluded is, where permitted by law, limited at our option to the replacement, re-repair or re-supply of the services or the payment of the cost of the services that we were contracted to perform.
We reserve the right to subcontract any services that we have agreed to perform for you as we see fit.
We (and any subcontractors we engage) agree that we will not at any time disclose any of your confidential information to any third party.
16. ADDITIONAL EXPENSES
You agree to reimburse us for any requested expenses which do not form part of our proposal including but not limited to the purchase of templates, third party software, stock photographs, fonts, domain name registration, web hosting or comparable expenses.
17. HOSTING & BACKUPS
The Marketer offers Hosting including to all its website packages, except in the case of SSL or larger website where is agreed with the client for a yearly fee. After one year the client agrees the yearly service will be automatically renew on the same date stipulated in invoice. Backups are automatically responsibility of the marketer only if website is being hosted at our hosting accounts. But for those clients who choose their own hosting, than they are responsible for maintaining their own backups with respect to your website and we will not be liable for restoring any client data or client websites except to the extent that such data loss arises out of a negligent act or omission by us.
• Website Protection and Hackers; The client agrees website security and monitoring is not part of the hosting service provided by the marketer, in case of issue the marketer can always restore a previous backup of the website but not necessary perform any cleaning or upgrading solution to your website, unless included in a website maintenance fee.
• Transfer to new hosting: In case the client decides to transfer his website to another hosting different than the Hosting offer by the marketer, the client needs to request via email a backup to the marketer and perform the transfer, installation and more configuration by itself. Meaning transfer assistance is not included, Have an extra cost of $150.
18. E-MAILS & ACCOUNT
The client can create unlimited email accounts until 50, and if more are requested the marketer will need to explain the reason of the extra email and it will be only limited to real people only. The email account are not for mass mailing, mass mailing is consider when sending over 500 email per hour. We suggest other online services such as Chimp mail for this marketing technique.
• Spamming; Any spamming, scamming or other similar marketing technique is not allow in this server. If client is discover to do any of these techniques, his/she will get a warning dn after the second warning his account will be suspended and terminated.
18. OWNERSHIP OF DOMAIN NAMES
In case the client does not have a domain name, the marketer agrees that the first year cost and ordering of the domain will be free of charge. The clients agree to allow the marketer order this domain on his/her behalf under his management, but o the name of the client. Meaning this domain will show the name of the client but will be manage by the marketer. In case the client would like to gain control of the domain, he/she can request this via email and pay the transfer fee on the new domain hosting account. The marketer will give the transfer token the client would have to manage the transfer.
19. GOVERNING LAW
The agreement constituted by these terms and conditions and any proposal will be construed according to and is governed by the laws of Aruba.
20. CROSS BROWSER COMPATIBILITY
By using current versions of well supported content management systems such as “Joomla”, we endeavour to ensure that the web sites we create are compatible with all current modern web browsers such as the most recent (to the date of delivery) versions of Internet Explorer, Firefox, Google Chrome and Safari. Third party extensions, where used, may not have the same level of support for all browsers. Where appropriate we will substitute alternative extensions or implement other solutions, on a best effort basis, where any incompatibilities are found.
You are responsible for complying with all relevant laws relating to e-commerce, and to the full extent permitted by law will hold harmless, protect, and defend and indemnify Audiovisual production Zarraga N.V. and its subcontractors from any claim, penalty, tax, tariff loss or damage arising from your or your clients’ use of Internet electronic commerce.
22. Website footer link signature
The client agrees to allow an external link to one of Audiovisual Production Zarraga N.V. website that represents its online and or website design Business.
23. MAINTENANCE FEE AFTER WEBSITE CREATED
The client agrees that after website is concluded and delivery approved by the client, there will be a monthly maintenance fee apply monthly to the client as for the purpose of keeping the website update and make minor changes in content such as in text and update new photos send by the client. This fee amount will be specify i the website first contract agreement and can be subject to increase with previous noticed.
24. WEBSITE TRANSFER, CODES, BACK UP, DOMAIN RIGHTS AND MORE
The website + Domain an emails can be transfer to a new website hosting and developing company only by a written request not more than 3 months in advanced of this transfer taken place. There will be an extra cost including for the transferring, back up and the right to acquire the code developed on this project, the cost is according to the project details and magnitude. The website developer signiture footer link to the developing company will remain valid and working all the time.
Website Packages terms and Conditions:
The Client agrees the marketer will own the total right of the software, website and domain of the website until the cost of the website is paid absolutely to the marketer. The marketer agrees to lease the website with content and domain to the client for the same time agreed of payments.
The client agrees to be fully responsible for the content and use of the website during the first leasing time (period the website is being paid) and after. Means the marketer have no legal responsibility or attachment and cannot be responsible by no means to the use of the website. By signing this agreement The client agrees takin fully legal responsibility of the website and business that runs this website.
The Marketer agrees the website functionality, features and design will be delivery according to the description and muck up design presented in Invoice. The functionality will have a warranty that will endure until the login credentials are given to the client. In case of any functionality or design after the credentials are given than an evaluation will be done by the marker to see if the issue are because of the client work of after given the credentials. If after given the credential than the marketer will not be responsible.
The Client agree to defend, indemnify and hold harmless The Marketer its representative, directors and employees, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: the marketing services activities mention in this contract or marketing plan. As well as The Client violation of any third party right, including without limitation any copyright, property, or privacy right.
The Client agree the payments of this service will be on a first set up fee specify in the invoice or contract, and after a monthly fee will be invoice for the use of the website lease by the client. In case the contract is stop or interrupted, the website package service will be as well. In case of delay payments the client will have to pay a monthly delay fee of 20% the monthly fee plus the regular monthly fee. payment must be no longer of 15 days from the date invoice is issued.
Service interruption, In the case there is a delay payment, longer than 45 days. The client agrees the the website will be temporary unavailable until the total amount of invoice is paid and email will be interrupted after 60 days. Payments are consider issued and done when paid in its totality and not partially or half done.
Payment agreement. Payments needs to be done from the day the invoice is issue until 15 days after. Payment have to be issues in one amount and not in several amounts unless there is a sign agreement for short payments procedure. If payment is delay after the 15 days the client will receive 2 warning as the first is already advised in this contract and after that the service will be interrupted until payment is clear.
Video Production Terms and Conditions
1. Copyright (Next Door Films material)
The Copyright of all material that has been captured by Next Door Films is solely owned by Audiovisual Production Zarraga N.V and protected under Aruban Law. Upon completion and cleared funds, we will, in some instances and upon prior agreement, transfer the Copyright Ownership to the Client This will be clearly specified in your written quotation. In both circumstances, Audiovisual Production Zarraga N.V. reserves the right to use the footage /material; / media, either in sections or in its entirety, for promotional purposes
2. Copyright (material provided by client)
In the event of the Client providing material (video, audio, photographs, logos etc.) for inclusion into an Audiovisual Production Zarraga N.V production, copyright must firstly be obtained from the original copyright owner / material provider. In order for Audiovisual production to use this material the copyright must be explicitly transferred to Audiovisual production Zarraga N.V. Or the material to be provided to Next Door Films totally free of charge and the client will have to indemnify Next Door Films against any future possible claims, disputes, expenses or similar that may arise for a third party concerning usage of such material.
Audiovisual production Zarraga N.V. will reserve the right to use the final production in full or part content for promotional purposes.
1. The Service shall be delivered to you in accordance with the brief agreed at the outset of the project either through concept meetings or in written proposals.
2. We shall produce one master copy of the production only for your use. Should you require further copies an additional charge will apply. A separate quotation will be issued for the production of additional copies.
3. Times given for delivery of the Service are estimates only and time shall not be of the essence.
4. Acceptance and Changes
1. The Service shall be made available for acceptance at agreed stages. First the Production, than later stage the post production where client can visit our office for post-production changes only of what have being filmed and agreed. The post production will follow up the script previously approved, not allow changes outside the script. the final Master we will allow the ‘Three Hour Rule’. By this it is meant that any change or alteration to the final Master that we deem will take less than three man-hours will not be charged.
2. Other than as stated in clause 1 above changes to the brief or otherwise that result in additional work being carried out will be chargeable at the relevant daily rate; this shall include the following:
a. Changes that result from inaccurate on misleading information having been supplied by you in preparation of the brief;
b. Changes that result from your failure to obtain consent from any third parties or employees necessary in the delivery of the Service;
c. Changes that result from a significant change to the brief;
d. Additions to the original brief in the form of extra variations or edits of the originally planned piece such as shorter ‘highlights’ edits or specific web versions that are not agreed at the outset.
50% of the total cost of the project (including VAT) will be due at the commencement of work on the project, or in cases where the project is in combination with other services the payment can be in maximum 6 months, pay in equal quantity per month. Depending of contract proposal. Any additional work carried out by the client, not being part of the Proposal, is not part of the Contract and will be subject to separate negotiation and confirmed in writing by Client.
6.Cancellation, Safety and Insurance
1. Dates for production are agreed in advance and confirmed by the client. Where these dates are cancelled whether due to a request from you or due to an amendment by you that results in a cancellation the following charges will apply where the cancellation notice is given or is caused:
a. Within 48 hours of shoot date – 20% of daily shoot rate
b. Within 24 hours of shoot date – 35% of daily shoot rate
2. Where the shoot shall take place at your premises or a location designated by you the responsibility for ensuring said location is safe and that adequate insurance is in place shall be vested in you.
SEO Content Marketing
Audiovisual production Zarraga N.V. (hereinafter referred to as “The Marketer”) will provide Client with Search Engine Optimization Services (hereinafter referred to as “SEO”) as described in this contract. The Marketer will use specific keywords and/or phrases to improve the search engine ranking of, and/or position the contents of the Client’s website.
2. The Fee and Payment
The total fee for the SEO services to be provided is in $ USD. The Monthly fees must be paid in full prior to the start of campaign according the date contract signed.
3. The Services
The Marketer SEO services are intended to serve two main purposes: 1) to provide the Client with increased exposure in search engines, and 2) to drive targeted online traffic to the site.
The Marketer SEO Services will include (but are not limited to):
• Researching keywords and phrases to select appropriate, relevant search terms (up to XX phrases)
• Obtaining “back links” from other related websites and directories in order to generate link popularity and traffic.
• Editing and/or optimization of text for various html tags, meta data, page titles, and page text as necessary.
• Analysis and recommendations on optimal website structure, navigation, code, etc. for best SEO purposes.
• Recommend, as required, additional web pages or content for the purpose of “catching” keyword/phrase searches.
• Create traffic and ranking reports for the client website and any associated pages showing rankings in the major search engines.
• For the purposes of receiving professional SEO services, Client agrees to provide the following:
• Administrative/backend access to the website for analysis of content and structure.
• Permission to make changes for the purpose of optimization, and to communicate directly with any third parties, e.g., your web designer, if necessary.
• Unlimited access to existing website traffic statistics for analysis and tracking purposes.
• Authorization to use client pictures, logos, trademarks, web site images, pamphlets, content, etc., for any use as deemed necessary by (Company name) for search engine optimization purposes.
• If Client’s site is lacking in textual content, Client will provide additional text content in electronic format for the purpose of creating additional or richer web pages. The Marketer can create site content at additional cost to the Client. This content is included in this agreement.
5. The clients agreed and acknowledge the following points
• All fees are non-refundable.
• All fees, services, documents, recommendations, and reports are confidential.
• The Marketer has no control over the policies of search engines with respect to the type of sites and/or content that they accept now or in the future. The Client’s website may be excluded from any directory or search engine at any time at the sole discretion of the search engine or directory.
• Due to the competitiveness of some keywords/phrases, ongoing changes in search engine ranking algorithms, and other competitive factors, The Marketer does not guarantee #1 positions or consistent top 10 positions for any particular keyword, phrase, or search term. However, if The Marketer fails to increase traffic to the site by 40% after The period of the contract, The Marketer will continue SEO services at no added cost to the Client until such a percentage is met.
• Google has been known to hinder the rankings of new websites (or pages) until they have proven their viability to exist for more than “x” amount of time. This is referred to as the “Google Sandbox.” The Marketer assumes no liability for ranking/traffic/indexing issues related to Google Sandbox penalties.
• Occasionally, search engines will drop listings for no apparent or predictable reason. Often, the listing will reappear without any additional SEO. Should a listing be dropped during the SEO campaign and does not reappear within 30 days of campaign completion, The Marketer will re-optimize the website/page based on the current policies of the search engine in question.
• Some search directories offer expedited listing services for a fee. If the Client wishes to engage in said expedited listing services (e.g., paid directories), the Client is responsible for all paid for inclusion or expedited service fees. The Marketer can offer a list of expedited listing services upon request.
• Linking to “bad neighborhoods” or getting links from “link farms” can seriously damage all SEO efforts. The Marketer does not assume liability for the Client’s choice to link to or obtain a link from any particular website without prior consultation.
6. The Marketer is not responsible for changes made to the website by other parties that adversely affect the search engine rankings of the Client’s website.
7. Additional Services not listed herein (such as managing pay-per click campaigns, link baiting, etc.) will be provided for a fee of $85 per hour.
8. The Client guarantees any elements of text, graphics, photos, designs, trademarks, or other artwork provided to The Marketer for inclusion on the website 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 The Marketer and its subcontractors from any liability or suit arising from the use of such elements.
Social Media Marketing Terms and Conditions
1.The Marketer agrees to provide the following social media services to the client
• General Social Media Strategy and Social Integration with marketing Plan
• Formal Analysis of current marketing deployment, Social strategy development and integration.
• Social Media Account creation, management and daily responsibility, including Facebook and Twitter.
• Fan page custom landing page design and implementation.
• Twitter page custom background design and implementation.
• Development and execution of a social content strategy
• Management of Fan page posting – We will be posting 1-3 times per day
• Management of Twitter posting – We will be posting 1 -3+ times per day General text, photo, video and other posts to the client Social Media
• General compilation and coordination of client news, events, community involvement postings within Social Media umbrella sites.
• Responding and engaging with fans and followers to build relationships.
2. Reports; The Marketer agrees to provide a monthly report of the quantity like sand fan engage in previous month.
3. The client agrees to provide the marketer with photos, videos, text and other relevant information to the social media team (marketing manager could provide this information)
4. The client agrees to provide the marketer with full login access for all its social media platforms.
5. The client agrees to issue payment as per contract signed and not after month concluded
6. The client agrees to maintain the contract for the period estipulate in contract and if cancelled paid the 50% of the month until contract is concluded.
7. The Marketer agree to increase approximately 20 – 30% more likes compare to the client fan quantity when start. If this target not match the Market agrees to continue provide the services after the contract without compensation until this target is match.
Direct Marketing Terms and Conditions
This Direct Marketing service is specifically target to the Hotel and Hospitality Industry in the island of Aruba.
Definition service: The Marketer agrees to assist the client with Direct sales and public relation to increase product awareness, sales and promotion among the hotel members such as concierge, front desk, bell stand and other departments that can have influence in the decision process of activity, dinner and reservations in the Island.
• Direct marketing plan
• Weekly visit Hotels and other hotel representative
• Create and Build referral program
• Distribute flyer at Hot Tourist area near Hotel area.
• Create sales kit (presentation and Design)
• Product launching Open event or concierge orientation presentation event
• Build strong relation with Concierges, Bellman, Front desk, Time share, Taxi drivers and more.
• Monthly Marketing report with concierge database
• Sales Report (not included information gathering)
The client agrees the payment fee per month should be done as per contract signed one month in front of service, according the monthly fee in contract, unless previously agreed for certain compensation.
The client agrees the following points are not included in this service description as Direct Marketing but are optional for a higher position such as Marketing Manager.
• Data information collection for sales report purposes such as of flyers, vouchers, forms and any other way of internal administration procedure.
• Graphic Design activity are not included.
• Internal administration activity such as sales reports, payments, financial status and more.
• Content creation and Marketing, the creation of newsletters, prerelease and other content marketing for the company in the tourist or non-tourist markets.
• Flyer distribution directly to end users.
• Website maintenance or developing activities.
• In house Marketing Manager responsibility
• Note: this does not mean the marketer will never assist the client per occasion with any of these mentioned activities, but they are not part and/or obligation of Direct Marketing services mentioned before.
4.The client is not allow for no reason suspend or terminate the contract unless have substantial and proven reason that the marketer activity can show harm to the client business interest. This should be done via email and at least 24 days prior end of the month contract.
5. The client and the marketer are allowed to communicate with third parties any marketing or referral program technique use for marketing purposes.