Digital Services Agreement
This agreement between client who is engaging AIKA Systems Limited and Studio4four Solutions on date this is agreed to act as an independent contractor for the specific project to provide one or more of the following services:
· Website design, development, and hosting
· Digital ads / Pay-per-click advertising campaign management (Ad Words)
· Social media management
· Email Marketing
· Content Marketing
· Search Engine Optimization
· Youtube Channel Management
· Integration and Management of Emails, CRM, ERP, HRM and Project Management
WHEREAS, AIKA Systems Limited is an independent contractor hired to provide the above listed services and paid on a monthly basis (see service descriptions).
WHEREAS, Client seeks to utilize AIKA System Limited services to provide for their businesses.
NOW THEREFORE, in consideration of the mutual promises contained herein, the parties agree to the terms and conditions as follows;
1. Service Payments: Client agrees to pay the agreed price each month for services. Services will be prepaid.
Pricing is based on the bundle of service and scope of work selected by client. In the event additional services are required by the client, prices will be adjusted to reflect change in the scope of work.
2. Payments and Currency: Clients should note that payment is monthly regardless of the duration of agreement. Provision would be made for clients who seek to pay more than a month. Please alert us and your billing period would be changed.
Although the currency stated on the website is in US($) please be noted that on the payment page and subsequent receipts, payment charged will be converted into Ghana Cedis (GHC/GHS) this is to ensure compliance with local laws. Clients should be assured that amount charged in GHC will be exactly as stated in USD. Please send any feedback pertaining to billing to [email protected].
3. Term of Agreement: Client agrees the term of this agreement will be for the period selected on the signup form. The agreement will automatically renew after the expired period unless a notice of either party’s intent to not to renew 30 days prior to the annual renewal date.
Either party may terminate the agreement with 30-day written notice. In the event the Client exercises this 30-day out clause prior to the end of the initial period, all digital intellectual property produced for the client will remain under the ownership of the client unless otherwise stated by AIKA Systems Limited.
4. Content: Client agrees to provide all content required (text, articles, photos, graphics, videos, etc.) for the support of AIKA Systems’ efforts.
5. Managing Clients Internal Resources: Client agrees that AIKA Systems will have the lead and be fully in charge of establishing digital strategy, managing day to day work/task, managing all the current internal digital marketing and services agreed and their resources (employees, contractors, etc.).
Client agrees that all digital resources will report to AIKA Systems as needed to implement the program effectively. Resources will be managed and assigned tasks to support the digital strategy, day to day efforts, and daily management set forth by AIKA Systems in agreement with client.
6. Additional Services Fees: In the event the Client would like to use AIKA Systems for services outside of the scope of services additional charges may apply.
7. Authorization: Client agrees to give AIKA Systems access to all tools, software, websites, social media, landing pages, accounts, etc. that they will need to access. AIKA Systems will use best efforts to secure and protect all passcodes. Only authorized representatives will be allowed to access passcodes on as needed basis.
8. Copyrights and Trademarks: The Client unconditionally guarantees that any elements of text, graphics, videos, photos, content, designs, trademarks, or other artwork furnished AIKA Systems for inclusion in web pages, social media, etc. are owned by the Client, or that the Client has permission from the rightful owner to use each of these elements. Client agrees to hold harmless, protect, and defend AIKA Systems from any claim or suit arising from the use of such elements furnished by the Client.
9. Ownership to Deliverables: AIKA Systems or its partners retain the intellectual rights to all items previously owned by AIKA Systems/partner. Client retains the rights to all deliverables that are not marked as AIKA Systems property. Items that are not specifically transferred to the Client will remain the property of their respective owners.
10. Work Credit: Client agrees to allow AIKA Systems to use clients name and website for company promotions, online portfolio, past clients list, on social media, in print material, etc. for advertising and promoting AIKA Systems services to other companies.
11. Assignment of Project: AIKA Systems reserves the right to assign certain subcontractors to this project if it sees the need to do so in order to meet the requirements of this agreement.
12. Non-Disclosure: AIKA Systems, its employees and subcontractors agree that, except as directed by the Client, it will not at any time during or after the term of this agreement disclose any non-public Confidential Information to any person whatsoever. Likewise, the Client agrees that it will not convey any non-public confidential information obtained about the AIKA Systems to another party.
13. Performance Liability: WHEREAS, the parties acknowledge that the internet is neither owned nor controlled by any one entity; therefore, AIKA systems can make no guarantee on the results that may be provided as a result of our work. AIKA Systems represents that in good faith it shall make every effort to ensure that the clients business needs is successful and leads are generated as a result of our work.
AIKA Systems does not warrant that the functions supplied by its work, web pages, digital marketing, consultation, advice, or work will meet the Client’s requirements or that the operation of the work/deliverables will be uninterrupted or error-free. The entire risk as to the quality and performance of the work and deliverables is with Client.
In no event, will AIKA Systems be liable to the Client or any third party for any damages, including any lost profits, lost savings or other incidental, consequential or special damages arising out of the operation of or inability to operate these services or website(s).
14. Indemnity: The client does hereby expressly agree to indemnify and hold harmless AIKA Systems Limited, its Owners, its principals, officers, employees and contractors against all suits, actions, claims, demands, or costs of any kind to which they may be subject arising or resulting at any time or place from anything done or omitted to be done by them in connection with this project. The client hereby waives any and all claims which, but for this waiver, it may have, or which it may hereafter acquire, against AIKA Systems Limited, its Owners, its principals, officers, employees and contractors arising or resulting at any time or place from anything done or omitted to be done by them regarding this project.
15. Agreement Revisions: Revisions to this Agreement will be considered agreed to by AIKA Systems and Client when requested changes have been signed by both parties.
16. Lawful Purpose: Client may only use AIKA Systems design services for lawful purpose. Transmission of any material in violation of any Federal, State or Local regulation is prohibited. This includes, but is not limited to copyrighted material, material legally judged to be threatening or obscene, pornographic, profane, or material protected by trade secrets. This also includes links or any connection to such materials.
17. Termination: AIKA Systems may terminate service under this Agreement at any time, without penalty, if the Client fails to comply with the terms of this Agreement.
18. Entire Understanding: The agreement constitutes the sole agreement between AIKA Systems and Client regarding the use of services. It becomes effective only after agreed by client.
19. AIKA Systems Media Vendors: In connection with Services provided hereunder, AIKA Systems has the right to utilize contractors, third-party companies, and vendors selected by AIKA Systems at its sole discretion to complete or support the completion of the work at hand. Purchased work from Vendors shall be made under such terms AIKA Systems deems in its sole discretion as acceptable (Vendor Terms). AIKA Systems will be responsible for all cost associated with the Vendor, unless the cost is provided to the Client, and the Client agrees in writing to pay said cost.
20. 
Force Majeure: Non-performance by either party hereunder, other than an obligation to pay money, shall be excused to the extent that performance is rendered impossible by strike, fire, flood, governmental acts, orders or restrictions, acts of God, or any other reason to the extent that the failure to perform is beyond the control of the non-performing party.
By electronically executing the proposal, you agree to all of the following terms and conditions.