emci Terms + Conditions
Trading : “emcinteractive Ltd” also trades under the name “emci”. We are a UK company operating under UK law. We are registered at 15A Troutbeck Road, London, SE14 5PN. Company Reg Number : 6575010. Unless otherwise previously agreed, by using emci you agree to and are bound by our Standard Terms of Business, shown below.
Affiliate Programs : emci need to be in receipt of program set up payment before integration can start, paid by cheque or BACS. Turnaround time will be anything from three to six weeks, provided client’s technical contact or web developer is available for tag implementation, product feed generation, and we have the required creative to upload. emci and network monthly fees and commission agreements need to be signed and returned before going live. The agreement between agency and merchant will be for the lifetime of the program and the client will take advantage of all Agency / Network media rates and discounts negotiated on client’s behalf. Client invoiced one month in arrears, payment within 14 days of invoice. Invoices that are overdue by 30 days may incur interest according to EU legislation, however emci may choose to waive the charges on a project-by-project basis.
Planned Display Media : Media schedules must be formally approved via email, before media space is provisionally held. emci need to be in receipt of payment before campaign start date. Estimated cost of tracking will also be included in invoice at start of campaign.
Payment of Expenses : All expenses that occur in relation to project development will be quoted and agreed prior to project.
Third-Parties : emci will not be held liable for any negligence or delays caused by third-parties.
Participation Permissions : Typical projects that emci undertake rely on the close cooperation and involvement of the Client and team to provide input, review and approve deliverables and to be available for meetings, presentations and conference calls throughout the project life-cycle. If resources booked are not used due to late feedback from the Client, this cost may be added to the project spend and may result in an increase to the agreed cost.
Contact Us Page : All information sent due to the contact usage is given freely and voluntarily and will be bound by our privacy policy.
All Copyright : Or other intellectual property rights in any materials created or devised at emci, remain our property until receipt of all payments due for work are received. Upon receipt of the final payments (unless otherwise stated) all copyright and other intellectual rights will pass to the Client. This excludes any code or system elements that are copyrighted by emci.
Copyright : emci retains all moral rights to all such copyright notices, and unless stated in writing the client will demonstrate such copyright work on the emci portfolio & agrees that emci can demonstrate works to other prospective clients.
Design + Creative Payment: We request invoices be made in two parts, half on sign-off as a deposit (once a draft creative outline has been approved), and half on completion. emci reserves the right to delay any agreed start dates of projects until the deposit is received.
Creative Approval: If emci supplies any deliverable relating to a project, it will be deemed accepted if the Client does not communicate back within 10 working days unless otherwise informed. Any deliverable that is taken and used in a live environment will be automatically considered accepted and any further changes deemed as a change request.
Project Plan : If the scope of project changes from the specifications outlined in the project plan or emci is required to provide additional services not described in the agreed project plan, such changes will be documented in a change request and may impact on timings and costs. Client must agree to such changes and sign-off / approve via email before any additional amendments will be undertaken.
Material Permissions : The Client will ensure that all necessary permissions for the use of any source material have been obtained and that the materials contain no defamatory matter and are free of all other legal restrictions and you will indemnify us against any costs and losses incurred by us, our employees or agents in the event of a third party claim against us, or any of the above persons.
Creative : Ideas notes, drawings, concepts, inventions or other information, collected from the Client from the process of liaising to form the developed idea, shall be deemed, and shall remain, the property of emci. By submission of any information to us, you assign to us and we shall exclusively own all now known or hereafter existing rights to such information and shall be entitled to unrestricted use of the information for any purpose whatsoever, commercial or otherwise, without compensation to you.
Governing Law & Jurisdiction : These terms and conditions of business are governed by English law and you and we each submit to the exclusive jurisdiction of the English courts. emci reserves the right to change or amend these terms from time to time.
1. INTRODUCTION : Mutually agreed terms of which emci are appointed as the Internet Marketing Agency within the United Kingdom for CLIENT
2. APPOINTMENT : CLIENT agrees to appoint emci as its sole Agency to perform the services listed below, with effect from X.X.X, and thereafter unless or until ended by either party giving to the other not less than six months’ notice in writing. This also gives time for notice to live media. If no notice is given an average of the previous six months agency commission will be charged.
CLIENT undertakes not to use another agency, or perform such services internally for the products highlighted in the list below and for the services emci agrees to provide.
emci agrees to inform CLIENT before accepting an assignment from any client whose products/business is directly competitive with those of CLIENT.
Without prejudice to the above, this agreement may be terminated immediately by either party giving written notice to the other if the other commits a material breach of this agreement, which if the breach is capable of remedy, it is not done so within 14 days of being required to do so in writing, or in the event of the other party going into liquidation or having a receiver or administrator appointed.
3. PRINCIPAL : We act in all our contracts as a principal at law.
4. AGENCY SERVICES : To provide CLIENT with a comprehensive service in all areas of DIGITAL ADVERTISING, DIGITAL MEDIA BUYING, DIGITAL SALES PROMOTION, DIGITAL DATABASE, DIGITAL PRINT AND PRODUCTION ETC in a professional manner.
This service to include the following elements:
4.1 MAKE A CAREFUL STUDY OF YOUR DIGITAL BUSINESS AND DIGITAL MARKETS
4.2 PREPARE AND PRODUCE DIGITAL CREATIVE WORK
4.3 PLAN AND BUY DIGITAL MEDIA
4.4 BUY DIGITAL PRODUCTION SERVICES
4.5 CONSULT ON DIGITAL DATABASE BUILDING AND ANALYSIS
4.6 MANAGEMENT OF AFFILIATE
5. PRODUCTS :
5.1 Agreement to cover CLIENT brands.
5.2 News products as briefed and agreed in writing.
6. APPROVALS, AUTHORITY AND AMENDMENTS :
CLIENT written approval of copy, layouts, creative and art work will be sufficient authority for emci to purchase the agreed production materials and prepare proofs, and CLIENT written approval of proofs will be sufficient authority for emci to publish such materials.
CLIENT written approval of digital video, (television, cinema and radio) scripts and/ or storybooks with estimated costs will be sufficient authority for emci to enter into production contracts (and engage performers) and CLIENT written approval of films and recordings will be sufficient authority for emci to transmit.
CLIENT written approval of schedules and estimates will be sufficient authority for emci to make necessary reservations and contracts for space, time and other facilities.
The provision of the emci’s Services (including the acquisition and distribution of sales promotional merchandise) will be discussed between CLIENT and emci. emci will prepare notes of agreements reached at such discussions (“Contact Reports”), which will be signed by a responsible executive of emci and will for all purposes are deemed to be accurate unless written objection is made by CLIENT within 5 working days of the delivery of the relevant Contact Report to CLIENT.
In the event of CLIENT requesting in writing any cancellation or amendment to work in progress, emci will take all possible steps to comply, provided that emci can do so within its contractual obligations with media and suppliers. In the event that this is not possible CLIENT agrees that it will reimburse emci for any charges or expenses to which emci is committed and to also pay emci fees for such work in progress. emci waits for receipt of payment prior to finalising bookings.
7. CHARGES : emci’s charges will be based on the following:
7.1 A) FEES : Monthly fee of £xx per month for admin, and a xx% override on affiliate commission through proposed affiliate network for the lifetime of the program
An emci Affiliate Program setup fee of £xx is charged to activate affiliate set up. This includes account management and liaison with network, writing of copy, setting up program, newsletter at launch, and co-ordination of the program with the network. This fee will be subject to a discount if set up is within the deadline.
This fee is based upon emci’s current known estimate of the total CLIENT workload and allows for the provision of an account manager comprising:
Emily Wright : Managing + Media Director
7.1 B) COMMISSION : Advertising space and time in all UK media will be charged at current published rates in effect at the time of publication or at such a figure that will realise a commission in all cases the equivalent of 20% of net charges.
CLIENT expects to spend, through emci, a minimum of £xx on advertising / sales commission and time during the period xx to xx
7.1 C) PROJECT FEE : A DIGTIAL CREATIVE project fee of £xx + VAT is offered as standard for a bundle of creative to start INTERNET ADVERTISING. HTML email newsletter design and build is also offered at £xx for email shots. Email shots are charged out at £xx per month including copy writing, picture amends and pricing updates. 50% chargeable on APPROVAL OF CONCEPT AND 50% ON SUPPLY OF THE MATERIAL. Plus charges for goods and services as agreed in advance and recorded in contact reports such as EMAIL SENDING SOFTWARE SUBSCRIPTIONS.
7.1D) CONSULTANCY AND IMPLEMENTATION FEE : emci will charge CLIENT:
A subscription fee of £xx per month in respect of the services detailed in 4.0, and 7.1A
7.2 OTHER CHARGES : Postage and other transportation charges, telecommunications charges and copying costs especially incurred in carrying out CLIENT instructions and safeguarding CLIENT interests will be charged at net cost.
Travel, subsistence and hotel expenses of CLIENT’S employees will be charged to CLIENT at net cost.
All goods and services, purchased by emci on CLIENT behalf will be quoted in advance to CLIENT and subject to a mark-up of 20%.
CLIENT retains the right to purchase any or all such items directly.
7.3 REVIEW : It is agreed that a full review of emci’s service provision be undertaken no later than 12 months following the date of the appointment and then at least every 6 months until the end of the agreement.
This review will include an opportunity to renegotiate the remuneration either upward or downward on a mutually agreed basis.
8. COPYRIGHT AND OTHER RIGHTS : The copyright and other intellectual property rights for all purposes in all creative work created by emci and CLIENT are vested in emci, unless arrangements are made to the contrary. emci will obtain and hold where possible all necessary rights in respect of copyright material commissioned by emci on CLIENT behalf.
If CLIENT so requests, and provided that all obligations arising from this agreement (including those relating to the period of notice) have been met, emci will assign such copyright and other intellectual property rights to CLIENT on termination of this agreement.
The copyright and other intellectual property rights in creative work commissioned by emci from third parties will normally vest in the supplier. emci will ensure appropriate usage rights in respect of the material. If required, and at CLIENT expense, emci shall use its best endeavors to obtain extended rights or assignment of copyright and other intellectual property rights.
For avoidance of doubt emci shall retain the copyright and other intellectual property rights in any material contained in any presentation or submission prepared by emci for CLIENT.
The copyright and other intellectual property rights in all software programs used to process data and lists shall remain emci’s exclusive property.
9. PROTECTION OF CONFIDENTIALITY : CLIENT acknowledges and agrees that any identifiable and original idea or concept presented by emci in relation to any promotion or campaign invented or developed by emci shall be available only for such a promotion or campaign and shall not be used for any other purposes whatsoever without emci’s express prior agreement given in writing.
Even where no promotion or campaign is agreed, the ideas and concepts presented to CLIENT shall remain strictly confidential and shall not be used in any way, including communication to any third party, without emci’s express prior consent.
emci acknowledges a duty not to disclose without emci’s permission during or after the term of appointment any confidential information resulting from studies or surveys commissioned and paid for by CLIENT.
10. TERMS OF PAYMENT : Fees will be submitted monthly in arrears by the first day of the following month and will be payable within 14 days of receipt by CLIENT.
Monthly accounts for all other services will be submitted to emci in arrears (except where specifically agreed) by the first day of the following month. Payment is due within 14 days of receipt by CLIENT.
As it is necessary to pay media and suppliers on due dates, prompt settlement of account is required so that the funds are available to emci.
Media invoices are required to be paid promptly and directly to emci by CLIENT so emci can pay media owners, and emci 20% Agency Commission invoices will be included with media invoice to be paid promptly and directly to emci by CLIENT.
In the event that payment is not received by emci on the due date, emci may charge CLIENT interest at the current rate (4%) above the base rate of Bank of Scotland plc from the date payment was due to the date payment is received.
11. TERMS OF BUSINESS WITH MEDIA AND SUPPLIERS : The levy of 0.1% payable by advertisers through agencies to the Advertising Standards Board of Finance applies to all gross media rates on press display, advertisements (excluding classified lineage and semi-display), on outdoor, cinema and direct mail appearing in the UK and is not subject to agency commission.
emci acts in all dealings with third parties as a principal at law.
If, as part of a promotion package, emci purchases media on CLIENT’S behalf, unless otherwise stated, contracts with the media and suppliers for such advertising are made in accordance with media rate card or other standard conditions or at such prices or conditions as may be negotiated separately.
The rights and liabilities between CLIENT and emci shall correspond to those between emci and the various media suppliers under such standard conditions.
12. LEGAL LIABILITY AND OTHER CLAIMS :
12.1 LIMITATION OF AGENCY LIABILITY : emci warrants that the services will be provided in a professional manner, the limit to any liability in relation to the provision of services will be £1. CLIENT will indemnify emci against any claim that exceeds this figure. This limit will not apply in the case of death or personal injury caused by the emci’s negligence.
emci will not be liable to CLIENT for any delay in, or omission of, publication or transmission or any error in any advertisement, nor delay in posting or delivery, in the absence of default or neglect on the part of emci.
Notwithstanding anything contained in the agreement, emci will not be liable for any loss of profits, consequential, economic, or indirect loss arising in any way in connection with the performance (or non-performance) of the obligations related to this agreement.
12.2 INDEMNITY OF THE AGENCY : CLIENT will indemnify emci against any loss incurred as the result of any civil claims or proceedings brought against emci based upon any advertising and other work prepared for CLIENT by emci and approved by emci before publication / going live.
13. ADVERTISING STANDARDS : emci complies with the British Codes of Advertising and Sales Promotion, administered by the ASA, and with the DMA (UK) Direct Marketing Codes of Practice and codes of digital advertising standards laid down on a self-regulatory basis.
CLIENT will provide a list warranty confirming that any data supplied to emci for the use in your marketing campaign has been appropriately obtained and registered under the Data Protection Act 1998.
14. LAW : This agreement is subject to the law of England and Wales and the parties agree to submit to the jurisdiction of the Courts of England and Wales in respect of any dispute or difference arising under the agreement. By working with emci you agree to the above terms and conditions.