JZ Marketing Terms and Conditions

Last Version: 11 May 2020

Find here the terms and conditions governing the products and services from, be aware they are always subject to change without previous announcement.

JZ Marketing / Audiovisual Productions Zarraga N.V. and its different representative websites, such as JZmarketing.eu, websitedeisgnaruba.com
Italiestraat 50, unite 7 Orange Plaza, Aruba
K.v.k.  34930.0
Tel; +297 7330088
E-mail: info@jzmarketing.eu

Payment terms & Conditions

Payment terms and conditions;

1 JZ Marketing services are subject to be payable prior to or during the month of service, we strongly recommend our online payment rather than other moths of payment.
1.1 Invoices will be issued during the first day of service. At the begging of each month.
1.2 Invoice needs to be paid not later than 2 weeks from date issue, all invoices will be considered overdue after 15 days from the invoice date and will be subject to late fee payment
1.3 Late payment fee will go as follow;
1.3.1 The First delay fee after 15 days from the invoice date is of US$ 35 extra add on the total amount on the invoice.
1.3.2 Second delay fee after 30 days from the invoice date of US$ 50 and every 15 days will be added another $50 until the top s permitted by local law

General Terms & Conditions

General Terms and Conditions of contracts:

Article 1

Contract: 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 maximum according to the local law.

Article 2
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 pay between the 1 day invoice is sent and 15 days after invoices is 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. After two 30 days of invoice is issue without payment, the services will be stopped. Services will then only be resumed upon payment of any pending amount including late fee. If legal fees are incurred on behalf of the Marketer to resolve disputes, the Client will be responsible for paying such legal fees and more.

Article 3
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.

Article 4
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.

Article 5
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.

Article 6
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.

Refund & Cancellation Policies

JZ Marketing cannot issue any refund for the services that we render and offered. This includes website designs, Internet marketing services, photography, social media, graphics work, print work, logo work, and content writing. All final design done in png, pdf, jpg or mp4 formats that have been done during the contract service period. Original editable files are not included in the service unless requested and agreed on recurring in additional fee.

Cancellation

Cancellation is only possible if by request 30 days before the contract expiration. Otherwise the contract will automatically be renewed itself.

Social Media General Marketing Terms and Conditions

1.The Marketer agrees to provide the following social media services to the client ( depending of the contact)
• General Social Media Strategy
• Social Media Account creation, management and reports.
• Fan/business page creation and design
• Development and execution of a social content strategy
• Management posting in Pages
• 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. According to the package of service

2. Reports; The Marketer agrees to provide a monthly report of the 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 admin rights and access for all its social media platforms and websites if necessary and in the contract.

5. The client agrees to issue payment as per General terms and conditions governing payments.

6. The client agrees to maintain the contract for the period agreed in the contract for more details on cancelation policies check on our general terms and conditions

7. The Marketer agrees to increase more likes/ followers compared to the client fan quantity when starting.

8. All Productions such as photos or videos, editing files and more that created during the social media contract belong to JZ Marketing unless they were paid apart by the client. The client with extra payment can request them for further use. Any other designs already post it in social media belong to the client.

* Other Special agreement can apply only if they are stipulated in the Email or signed contract where 2 parties agreed.

Website Design Terms and Conditions (No website packages)

Our website standards:
1.SEO Friendly
2.Responsive Design
3.Social Media and other marketing plugin integrations
4.Highly visual content ( slideshows, images etc)
5.Unique content (optional)
6. CMS (Content management system for easy access)
7.XML site map
8. Google Analytics and Google Webmaster added

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.

4. VARIATIONS
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 mockup 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 the developing process has 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.

8. PAYMENT
Websites: Upon completion of the 7-day review period, we will invoice you for the 50% balance of the project.

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.

10. LICENSING
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.

13. DISCLAIMER
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.

14. SUBCONTRACTING
We reserve the right to subcontract any services that we have agreed to perform for you as we see fit.

15. NON-DISCLOSURE
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 Hosting is including to all its website packages. On the one time development (no monthly package) the hosting is included on the first year and after one year the client agrees on a yearly hosting fee, the hosting will be automatically renewed on the same date stipulated in the invoice.

17.1 Website Protection and Hackers; The website security and monitoring is part of the hosting service provided by the marketer, in case of an issue the marketer can always restore a previous backup of the website and perform any cleaning necessary, updates and more to fix any issues on the website. Only in certain cases when the client has access to the back-end, the client can be responsible of any hacks and other vulnerability issues, on this cases depending of the situation and report of our expert team, the client can and will be billed for extra costs depending of the magnitude of the issues and working hours used to love it.

17.2 Transfer to new hosting (only possible when you are on a yearly hosting, not on a monthly contract): 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 in the new hosting are on the client expenses.. The transfer assistance is not included, backup of website cost are extra expenses that needs to be paid before the backup is provided.

18. E-MAILS & ACCOUNT
Per the website the client can request up to 3 professional E-mails that are part of the standard yearly hosting package, and if more are requested. The email account are not for mass mailing, mass mailing is considered when sending over 200 email per hour. For mass emailing, we suggest speak with our experts
• Spamming; Any spamming, scamming or other similar marketing technique is not allowed in this server. If client is discovered to do any of these techniques, his/she will get a warning and after the second warning, his account will be suspended and terminated.

19. OWNERSHIP OF DOMAIN AND HOSTING
Each website includes 2 domain, if in case the domain cost is above the average price than this might be added to the invoice apart. The Domaine name belongs to the client as long as the invoices of services are paid. In case the client after concluding the payment and contract like to move to a new provider this is totally possible

In case the client would like to gain control of the domain, he/she can request this via email, terms and conditions of the website package will apply.

20. 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.

21. CROSS BROWSER COMPATIBILITY
By using current versions of well-supported content management systems such as “wordpress”, 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 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.

22. E-COMMERCE
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 JZ marketing and its subcontractors from any claim, penalty, tax, tariff loss or damage arising from your or your clients’ use of Internet electronic commerce.

23. Website footer link signature
The client agrees to allow external links that represent our services such as JZ Marketing, Website Design Aruba.

24. MAINTENANCE FEE AFTER WEBSITE CREATED

The client agrees that depending on the size and complexity of the website, there will be a monthly maintenance fee as for the purpose of keeping the website software update and make minor assistance changes in content such as in-text etc. This fee amount will be specified in the website’s first contract agreement and can be subject to an increase with previous notice.

25. WEBSITE TRANSFER, CODES, BACK UP, DOMAIN RIGHTS AND MORE

The website + Domain an email can be transferred to a new website hosting and developing company only by a written request. 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.

26. Suspension of Services
Your website will be suspended due to overdue after 45 days of invoice issue and will show a coming soon message, meaning will be online showing a blank page with the following message “if you are the owner contact your website provider immediately shortly”. The client agrees free JZ Marketing of any whatsoever responsibility or consequence of any kind by the website being incoming soon due to the client payment failure.

Domain, Web Hosting, Streaming hosting, E-mail hosting & website packages Terms and Conditions

Domain, Web Hosting, Streaming hosting, E-mail hosting & website packages Terms and Conditions

You indicate acceptance of these terms and conditions of service by placing an order with JZ Marketing or its affiliated website such as WebsiteDesignAruba.com.

1 DEFINITIONS
1.1 In this Agreement the following words and expressions shall have the following meanings:

1.1.1 “downtime” means any service interruption in the availability to visitors of the Website;

1.1.2 “intellectual property rights” means patents, trademarks, design rights, applications for any of the foregoing, copyright, topography rights, database rights, rights in know-how, trade or business names and other similar rights or obligations, whether registrable or not in any country;

1.1.3 “JZ Marketing” means JZ Marketing – Audiovisual Production Zarraga N.V.

1.1.4 “IP address” stands for internet protocol address which is the numeric address for the server;

1.1.5 “ISP” stands for internet service provider;

1.1.6 “server” means the computer server equipment operated by JZ Marketing in connection with the provision of the Services;

1.1.7 “the Services” means web hosting, domain name registration, email and any other services or facilities provided by JZ Marketing.

1.1.8 “spam” means sending unsolicited and/or bulk emails;

1.1.9 “virus” means a computer program that copies itself or is copied to other storage media, including without limitation magnetic tape cassettes, memory chips, electronic cartridges, optical discs and magnetic discs, and destroys, alters or corrupts data, causes damage to the user’s files or creates a nuisance or annoyance to the user and includes without limitation computer programs commonly referred to as “worms” or “trojan horses”;

1.1.10 “visitor” means a third party who has accessed the Website;

1.2 Product specifications and details may be found at jzmarketing.eu or any or our websites: websitedeisgnaruba, arubaweddings.photography, or arubavacation.photography.
1.3 Words denoting the singular shall include the plural and vice versa and words denoting any gender shall include all genders.

1.4 The headings of the paragraphs of this Agreement are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Agreement.

2 INTRODUCTION
2.1 The Customer wishes to provide JZ marketing with data that will be hosted on JZ Marketing’s servers and made accessible via the Internet.

2.2 JZ Marketing provides web hosting services and has agreed to host the Customer’s data upon the following terms and conditions.

3 DUTIES
3.1 JZ Marketimg shall provide to the Customer the Services specified in their order subject to the following terms and conditions.

4 CHARGES AND PAYMENT
4.1 Payment methods include credit cards (including MasterCard and Visa) and debit cards to be paid directly I our POS ( point of sales) or Bank transfer. The Payment must be paid in advanced, prior to service. By any of these payment methods.

4.2 The payments are invoice each 1st of the month of service, the payment should go automatically from client credit card. In case the client does not have credit card subscription and in accordance to a writing email by JZ Marketing, the client have 15 days to issue payment after invoice is issued, any invoice not paid from this date becomes a due invoice and subject to late fee.

4.3 JZ Marketing shall be entitled to charge interest in respect of late payment of any sum due under this Agreement, which shall accrue from the date when payment becomes due from day to day until the date of payment at a rate of 8% per.

4.4 Prices are in US Dollar and on the current Central bank of Aruba exchange rate.

4.6 Should your chosen payment method fail JZ Marketing will attempt to settle your invoice using any other payment facilities available on your account or contact you.

4.7 All services will renew until cancelled by the customer and as per service contract., It is the customer’s responsibility to cancel services prior to renewal as no refund can be made once renewal has occurred. Customers must notify us at least 30 days before a service is renewed if they wish to cancel that service. The cancellation process must be fully completed by you before your account is cancelled.

5 IP ADDRESSES
5.1 JZ Marketing shall maintain control and ownership of the IP address that is assigned to the Customer as part of the Services and reserves the right in its sole discretion to change or remove any and all IP addresses.

5.2 Where JZ Marketing changes or removes any IP address it shall use its reasonable endeavours to avoid any disruption to the Customer.

7 SERVICE LEVELS AND DATA BACKUP
7.1 JZ Marketing shall use its reasonable endeavours to make the server and the Services available to the Customer 100% of the time but because the Services are provided by means of computer and telecommunications systems, JZ Marketing makes no warranties or representations that the Service will be uninterrupted or error-free and JZ Marketing shall not, in any event, be liable for interruptions of Service or downtime of the server.

7.2 Overview of JZ Marketing Hosting Platform: JZ Marketing only uses the latest servers in its web hosting platform. Utilising state-of-the-art technology we have built a web hosting platform that is second to none. Our platform is designed in such a way that if any server fails, another server automatically and without delay takes over that server’s workload. For example, if one of our mail servers breaks down, another server automatically comes online with all the correct configuration, and takes over the work of the failed server. During this period no email is lost. As well as this, all data is stored in two large network disk arrays. Data is automatically synchronised between the arrays so that in the event of an array failing, the remaining array continues to serve data to the servers with no downtime. Each array is also backed up each night to a separate backup cluster which is then written to tape and stored offsite. Our backup procedure goes above and beyond the majority of web hosting companies.

7.3 all our websites are hosted under the managed hosting plan, JZ Marketing will make and retain on behalf of the Customer a regular offsite backup of all Content including all website files and databases. Upon Customer request, a copy of these backups can be made available or copied to a specified location. Under our Website hosting plan, JZ Marketing will also endeavour to apply on a timely basis (and as applicable) all websites CMS security patches and updates, as well as updates to any third-party components and plugins to guaranteed the performance of the websites the whole year long

8 ACCEPTABLE USE POLICY
8.1 The website and use of the Services may be used for lawful purposes only and the Customer may not submit, publish or display any content that breaches any law, statute or regulation. In particular the Customer agrees not to:

8.1.1 use the Services or the website in any way to send unsolicited commercial email or “spam”, or any similar abuse of the Services;

8.1.2 send email or any type of electronic message with the intention or result of affecting the performance of any computer facilities;

8.1.3 publish, post, distribute or disseminate defamatory, obscene, indecent or other unlawful material or information, or any material or information which infringes any intellectual property rights (for the avoidance of doubt this includes licensed software distributed as Warez), via the Services or on the Website;

8.1.4 threaten, abuse, disrupt or otherwise violate the rights (including rights of privacy and publicity) of others;

8.1.5 engage in illegal or unlawful activities through the Services or via the Website;

8.1.6 make available or upload files to the website or to the Services that the Customer knows contain a virus, worm, trojan or corrupt data; or

8.1.7 obtain or attempt to obtain access, through whatever means, to areas of JZ Marketing’s network or the Services which are identified as restricted or confidential. This includes leaving your home directory whilst using SSH access to servers.

8.1.8 operate or attempt to operate IRC bots or other permanent server processes.

8.2 The Customer has full responsibility for the content of the Website. For the avoidance of doubt, JZ Marketing is not obliged to monitor, and will have no liability for, the content of any communications transmitted by virtue of the Services. This on websites client can add their own content.

8.3 If the Customer fails to comply with the Acceptable Use Policy outlined in Clause 8.1 JZ Marketing shall be entitled to withdraw the Services and terminate the Customer’s account without notice.

9 ALTERATIONS AND UPDATES
All alterations and updates to the website done by the Customer using the online account management facility, access where available. The Customer will be issued with a user name and password in order to access the account. The Customer must take all reasonable steps to maintain the confidentiality of this user name and password. If the Customer reasonably believes that this information has become known to any unauthorized person, the Customer agrees to immediately inform JZ marketing and the password will be changed.

10 WARRANTIES
10.1 The Customer warrants and represents to JZ Marketing that JZ Marketing’s use of the Content or the Customer Software in accordance with this Agreement will not infringe the intellectual property rights of any third party and that the Customer has the authority to license the Content.

10.2 All conditions, terms, representations and warranties that are not expressly stated in this Agreement, whether oral or in writing or whether imposed by statute or operation of law or otherwise, including, without limitation, the implied warranty of satisfactory quality and fitness for a particular purpose are hereby excluded. In particular and without prejudice to that generality, JZ Marketing shall not be liable to the Customer as a result of any viruses introduced or passed on to the Customer.

11 INDEMNITY
The Customer agrees to indemnify and hold JZ Marketing and its employees and agents harmless from and against all liabilities, legal fees, damages, losses, costs and other expenses in relation to any claims or actions brought against JZ marketing arising out of any breach by the Customer of the terms of this Agreement or other liabilities arising out of or relating to the Website.

12 LIMITATION OF LIABILITY
12.1 Nothing in these terms and conditions shall exclude or limit JZ marketing’s liability for death or personal injury resulting from JZ Marketing’s negligence or that of its employees, agents or sub-contractors.

12.2 The entire liability of JZ Marketing to the Customer in respect of any claim whatsoever or breach of this Agreement, whether or not arising out of negligence, shall be limited to the charges paid for the Services under this Agreement in respect of which the breach has arisen

12.3 In no event shall JZ marketing be liable to the Customer for any loss of business, loss of opportunity or loss of profits or for any other indirect or consequential loss or damage whatsoever. This shall apply even where such a loss was reasonably foreseeable or JZ marketing had been made aware of the possibility of the Customer incurring such a loss.

13 TERM AND TERMINATION
13.1 This Agreement will become effective on the date the service is ordered and shall continue until contract is due ( contract duration should be cheque as per service ordered) and in writing with 30 days’ notice of its intention to terminate the Agreement.

13.2 JZ marketing shall have the right to terminate this Agreement with immediate effect by notice in writing to the Customer if the Customer fails to make any payment when it becomes due.

13.3 Either party may terminate this Agreement forthwith by notice in writing to the other if:

13.3.1 the other party commits a material breach of this Agreement and, in the case of a breach capable of being remedied, fails to remedy it within a reasonable time of being given written notice from the other party to do so; or

13.3.2 the other party commits a material breach of this Agreement which cannot be remedied under any circumstances; or

13.3.3 the other party passes a resolution for winding up (other than for the purpose of solvent amalgamation or reconstruction), or a court of competent jurisdiction makes an order to that effect; or

13.3.4 the other party ceases to carry on its business or substantially the whole of its business; or

13.3.5 the other party is declared insolvent, or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors; or a liquidator, receiver, administrative receiver, manager, trustee or similar officer is appointed over any of its assets.

13.4 Any rights to terminate this Agreement shall be without prejudice to any other accrued rights and liabilities of the parties arising in any way out of this Agreement as at the date of termination.

13.5 On termination all data held in the customer’s account will be deleted.

14 ASSIGNMENT
14.1 JZ Marketing may assign or otherwise transfer this Agreement at any time.

14.2 The Customer may not assign or otherwise transfer this Agreement or any part of it without JZ MAkreting’s prior written consent.

15 FORCE MAJEURE
Neither party shall be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lockouts, accidents, war, fire, the act or omission of government, highway authorities or any telecommunications carrier, operator or administration or other competent authority, the act or omission of any Internet Service Provider, or the delay or failure in the manufacture, production, or supply by third parties of equipment or services, and the party shall be entitled to a reasonable extension of its obligations after notifying the other party of the nature and extent of such events.

16 SEVERANCE
If any provision of this Agreement is held invalid, illegal or unenforceable for any reason by any Court of competent jurisdiction such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if this Agreement had been agreed with the invalid illegal or unenforceable provision eliminated.

17 NOTICES
Any notice to be given by either party to the other may be sent by either email or recorded delivery to the address of the other party as appearing in this Agreement or such other address as such party may from time to time have communicated to the other in writing, and if sent by email shall unless the contrary is proved be deemed to be received on the day it was sent, or if sent by recorded delivery shall be deemed to be served two days following the date of posting.

18 ENTIRE AGREEMENT
This Agreement contains the entire Agreement between the parties relating to the subject matter and supersedes any previous agreements, arrangements, undertakings or proposals, oral or written. This Agreement may be updated without notice.

19 GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by and construed in accordance with the local law of the Island of Aruba.

20 DOMAIN NAME REGISTRATION
20.1 Domain names are not deemed to be successfully registered until they appear in the relevant whois database of the top level domain name registrar. In the event that a domain name is unavailable when we attempt to register it JZ Marketing will provide a full refund for that domain name, this will be the full limit of our liability.

20.2 JZ MArketing will make reasonable endeavours to renew domains where the renewal fee has been paid. In the event that we are unable to renew a domain name and that domain name is subsequently lost, the limit of our liability shall be the renewal fee for that domain name.

21 SCRIPTING
In the exception that to privilege are given to a client for updating website or upgrading, JZ Marketing is not responsible for customer programming issues other than ensuring that programming languages such as Perl, PHP, Python, Miva and ASP are installed and functioning on the web hosting system.

22 PRIVACY
To protect your privacy we will not distribute your details to third parties, unless required to do so by law.

23 BANDWIDTH
23.1 Web hosting accounts include unlimited bandwidth, subject to the following fair usage provisiom: accounts that host file distribution (including but not limited to music, video and software) are limited to a maximum bandwidth of 15 GB per month for file distribution.

23.2 Web hosting accounts are prohibited from hosting hardcore pornographic material, hosting graphics or scripts for other websites, storing pages, files or data as a repository for other websites or as a backup, giving away web space under a domain, sub domain or directory.

24 SERVER USAGE
24.1 Should your web hosting account use more than 5% of the servers processing power and as a result have a detrimental effect on other customers we will discuss with you alternative solutions for your hosting requirements.

24.2 JZ Marketing does not allow proxy sites of any nature to be hosted on its network.

25 WEBSPACE USAGE
Unlimited web space offered on web hosting packages is available for genuine web site content, content must be linked into web pages. Customers are prohibited from using the server as a file/backup repository. Customers are expected to employ good housekeeping when maintaining their account.

Other General conditions

Article 1
The Client agrees the marketer will own the total right of the software, website and domain of the website until the 12 months contract is completed. JZ Marketer agrees to lease the website with content and domain to the client for the same period of the contract, this contract is automatically renewable after this yearly period into a monthly fee. The contract can be terminated only by email 30 days before the first of each month after the initial 12 months contract.

Article 2
The Marketer agrees the website functionality, features and design will be delivered according to the description and muck up design and in Invoice.

Article 4
The Client agree to defend, indemnify and hold harmless JZ 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.

Article 6
Service interruption, In the case there is a delayed payment, longer than 45 days. The client agrees the website will be temporarily unavailable until the total amount of invoice is paid. Payments are consider issued and done when paid in its totality and not partially or half done.

Article 7
Payment agreement. Website packages have to be paid upfront on our online payment platform. The first month of the Set-up fee + 1-month fee and prior any work is done. Then once the website is done ( typically 2 to 3 weeks) the second month will be only the monthly fee and needs to be paid in our subscription system with a credit card. In the situation there is not a credit card, you will be able to issue this payment as per our general hosting and website terms and conditions payment terms.

Video Production Terms and Conditions

1. Copyright (The Production Company)
The Copyright of all material that has been captured by The production Company 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 Audiovisual production Zarraga N.V. totally free of charge and the client will have to indemnify Audiovisual production Zarraga N.V. 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.

3. Delivery

3.1. 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.

3.2. 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.

3.3. Times given for delivery of the Service are estimates only and time shall not be of the essence.

4. Acceptance and Changes

4.1. 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.

4.2. 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.

5.Payments
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 terms & conditions

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.

1. SEO and Blogs: This includes the On-Page SEO Blog (min. 500 unique words, meta title, meta description, internal link building, alt tag to images and more)

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 the campaign according to 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 “backlinks” 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.

4. Information Required
• 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 the 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.

Direct Marketing Terms and Conditions
This Direct Marketing service is specifically targeted 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 increasing 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.