General Terms and Conditions
These Service Agreement General Terms are for all service types with Motus Consulting LLC.
SERVICE AGREEMENT GENERAL TERMS FOR CLIENTS
1. BINDING TERMS AND CONDITIONS
The parties to this Agreement Motus Consulting LLC, a Pennsylvania corporation having a principal place of business 57 Sugar Maple Drive, Newtown Square, PA 19073 (“Motus Consulting”) and the Client identified on the Services Order Form (“Client”) agree to be bound by the terms and conditions of these General Terms and Conditions as of the Effective Date of the Agreement which shall be deemed to be the date the Client signed the Service Order Form to which these General Terms and Conditions are attached and incorporated by reference. The Services Order Form, together with these General Terms and Conditions, constitute the complete and entire agreement between the parties (the “Agreement”), and supersedes all prior or contemporaneous oral or written agreements concerning such subject matter. Capitalized terms used in these General Terms and Conditions and not otherwise defined have the meanings ascribed to them in the Services Order Form.
2. Term of Agreement
The Initial Term of this Agreement shall be for the time period set forth within the service agreement or proposal received. Unless otherwise listed on your proposal all contracts shall commence upon the Effective Date and run for a 12-month commitment. (the “Initial Term”). This Agreement shall be automatically renewed for 30-day terms. After the Initial Term, either party may cancel by giving the other party at least thirty (30) days written (email is acceptable) notice prior to the expiration of the renewal term. This Agreement is effective as of the Effective Date (the effective date listed in the Services Order Form) unless otherwise agreed to by the parties and set forth in the “Special Instructions” section of the Services Order Form. Billing for the services set forth on the Services Order Form (collectively the “Services”) shall commence upon the Effective Date. Each client must understand when dealing with services such as Organic SEO that at least 6-8 months minimum of service are needed to view data and see positive results in an Organic campaign.
3. Fees and Pricing
The client agrees to pay the Fees, consisting of the One-Time Fees, Monthly Recurring Fees, and all other Motus Consulting fees and expenses, as more particularly described on the Services Order Form. After the Initial Term, Motus Consulting may change its fees, pricing, and payment terms upon sixty (60) days prior written notice (email is acceptable) to Client, in which case Client shall be entitled to terminate this Agreement by written notice (email is acceptable) to Motus Consulting within thirty (30) days of receiving notice from Motus Marketing of such changes. Each proposal is created for 12-month terms unless otherwise listed. All outstanding invoices must be paid in order to obtain any accounts under or created by Motus Consulting. Motus will hold account access on delinquent services until paid. Payments are due within the term listed on your agreement/invoice.
4. Intellectual Property Rights
In the event, Client provides Motus Consulting with any type of documentation, content, or other information, regardless of the format (“Client Documentation”), for use on the Client’s web site or for any other purpose, Motus Consulting claims no right, title, or interest in any such Client Documentation, in the format and form in which the Client Documentation was delivered. The client acknowledges that Motus Consulting owns all rights, titles, and interest in and to any products, services, tools, know-how, processes, documentation, and software used or created by Motus Consulting in connection with this Agreement.
5. Confidentiality
During the term of this Agreement and for three (3) years after termination each party agrees not to disclose any Confidential Information (as hereinafter defined) obtained from the other party to any other person or entity. As used herein, “Confidential Information” means information that is identified (orally or in writing) as confidential or of such a nature that a reasonable person would understand such information to be confidential. Confidential Information shall not include information (i) generally known to the public, (ii) already known, through legal means, to the party receiving the information, or (iii) legally obtained from a third party. In any event, however, Client shall not disclose the financial terms of this Agreement, including Motus Consulting’s fees, without Motus Consulting’s prior written consent or as may be required by law. Motus Consulting agrees not to disclose unless required to by law, the identities and other biographical information of the Client.
6. Performance Criteria
In the event Client does not have access to Motus Consulting staff or services for more than three (3) business days during any calendar month, Motus Consulting will credit (as Client’s sole remedy) Client’s bill for services rendered in the amount equal to 1/30 of the monthly Maintenance Fees for each day of no access. This service level and credit do not apply to acts or omissions of any Client owned or provided software or equipment.
7. Customer Support
Motus Consulting will provide the Client with customer support as to technical and non-technical matters, at no additional charge to the Client. The client should contact customer support initially by emailing Motus Consulting at [email protected]. Organic SEO, as it is different from a paid type of lead generation strategy does not require weekly meetings but will require monthly meetings.
8. Security
Motus Consulting will use reasonable commercial efforts to maintain database security on Client information which is Confidential Information.
9. Indemnities
Motus Consulting indemnifies and holds Client harmless from and against any lawsuit, claim, damage, liability, or expense (including reasonable attorneys’ fees) incurred by Client as a result of any third party claim against Client for the patent, copyright, trademark, or other intellectual property right infringement pertaining to any software, product, design, or other items solely developed by Motus Consulting Client indemnifies and holds Motus Consulting harmless from and against any lawsuit, claim damage, liability, or expense (including reasonable attorneys’ fees) incurred by Motus Consulting as a result of any third party claim against Motus Consulting pertaining to the content on Client’s web site or to any patent, copyright, trademark, or another intellectual property right of any third party that relates to any information provided to Motus Consulting by Client.
10. LIMITATION OF LIABILITY AND DAMAGES
Each party’s liability for any and all claims arising under this agreement, under any legal theory, shall not exceed the number of fees owed by the client to Motus Consulting under this agreement, except that client will be responsible to pay Motus Consulting’s reasonable attorney fees in the event Motus Consulting is deemed a prevailing party in any arbitration proceeding which takes place pursuant to section 11 of this agreement. subject to the exceptions set forth in paragraph 19, in no event shall either party be liable for any loss of data, lost profits, business interruption, or other special, incidental, consequential, punitive, indirect, or speculative damages. The agency will not terminate accounts, stop ads, cancel ad campaigns, etc. that are owned by clients and that have client billing information owned by the client. Any ad account termination must be handled by the client once services are terminated with our agency.
11. WARRANTY
The scope of work provided and the services rendered by Motus Consulting under this agreement are provided on a monthly basis and will be covered for the term of the contract. Any material sent by the client is recorded and noted that it must have all the required privileges to use that information. If a client moves away from our services before their contract ends Motus Consulting does have the right to keep all site files and work being done on Design, Optimization, etc. until the entire term is paid. The full amount of the agreement is due. All agreements are 12-moth terms unless otherwise stated within a signed proposal. If a client cancels our services (30-day notice required) all services are stopped within 30 days and all material is left “as is” and without any warranty, express, implied, or otherwise, regarding such scope of work or services’ accuracy, performance, or any other matter. Notwithstanding anything herein to the contrary, Motus Consulting hereby disclaims any warranty of merchantability, fitness for a particular purpose, and non-infringement of third-party rights.
12. MUTUAL PUBLICITY
Either party may (i) create a hyperlink from its website to the other party’s website, (ii) display its name and logo on the other party’s website, and (iii) reasonably use the other party’s name in its marketing materials; provided, however, Client may only use Motus Consulting’s name and logo on its web site and in its marketing materials so long as Motus Consulting is the exclusive online marketing infrastructure provider for Client. The client may (i) identify Motus Consulting as its commercial online marketing infrastructure provider or any other term acceptable to Motus Consulting, or (ii) use Motus Consulting name in any publicity it employs to market its mission, programs, and services, so long as Motus Consulting is the exclusive online marketing infrastructure provider for Client. Motus Consulting may (i) identify Client as its client, (ii) use Client’s name in connection with emails, communications, and proposals to other prospective clients or present or potential donors, or (iii) disclose the terms of this Agreement as may be required by law. All such marketing and promotional efforts shall be in good taste and shall uphold the professional standards and goodwill associated with the other party.
13. RECORDS AND AUDIT
Each party agrees to maintain a complete, clear, and accurate record for the term of this Agreement of all activities related to this Agreement. Each party shall permit an independent auditor selected by the other party with reasonable approval to examine upon reasonable prior notice such records to ensure each party’s compliance with Sections 3 and 4. Each party shall be responsible for paying their auditor.
14. DEFAULT AND TERMINATION
Either party may terminate this Agreement if the other party materially defaults in performing any of its obligations under this Agreement and the default remains uncured for at least fifteen (15) days following receipt of written notice from the non-defaulting party. Upon written notice from a party, this Agreement shall also terminate upon any of the following events: (i) the institution of receivership or bankruptcy proceedings against or by a party, (ii) the making of an assignment for the benefit of creditors by a party, and/or (iii) the dissolution of a party. Notwithstanding the same, Motus Consulting shall be entitled to immediately terminate this Agreement upon Client’s failure to pay fees owed to Motus Consulting for two or more billing cycles. If a party terminates this Agreement for any of the above-referenced reasons mentioned in this paragraph, Client shall be obligated to pay Motus Consulting upon such termination any and all accrued and unpaid fees and expenses due and payable to Motus Consulting as of the date of termination. The client will be responsible for the entire agreement. All agreements are 12-months unless otherwise stated within a signed proposal. If this is an agreement for website development and the agreement is terminated before the end of a monthly agreement contract, Motus Consulting has the right to remove the website from the host and detain all website content and design. The content and design will be owned by Motus Consulting until paid in full or an amount is determined by the client and Motus Consulting. All contracts must be paid in full or the contract term, whether it has been completed or not. Motus Consulting has the right to all content, website designs, website files, and more on all Small businesses, Website Development, SEO (Local or National) until the end date of the contracted term. If an account is terminated before the agreement end date the remaining invoices must be paid. No account access will be given until all outstanding payments are made. Services that work with Motus Consulting’s SEO Services are the property of Motus Consulting and may stop working when not using our services. Proprietary software or tools are owned by Motus Consulting and will be terminated with any agreement faults.
15. MOTUS CONSULTING’S COVENANTS
Motus Consulting shall perform the work and deliver the Services agreed upon herein; provided, however, Client is current with all amounts due to Motus Consulting does not guarantee any level of success in terms of website traffic, sales, memberships, or any other aspect of this Agreement. Motus Consulting may hold, to the extent permitted by law, any funds held by Motus Consulting on behalf of Client without interest, and will remit to Client any amounts received by Motus Consulting and due to Client under this Agreement within thirty (30) days, or such shorter period as required by law, from their receipt.
16. CLIENT’S COVENANTS
The client shall perform all the tasks allocated to the Client in the section entitled “Special Instructions” in the Services Order Form. The client agrees that any services to be performed by Motus Consulting for the Client under this Agreement may not be resold or otherwise transferred by the Client to any person or party. The client agrees that any work which Motus Consulting is not able to perform or is delayed in performing by reason of (i) Client’s failure or delay in performing its tasks, or (ii) acts of God, terrorism, government regulations, and orders imposed after execution of this Agreement, communication line failures, power failure, the infrastructure of the Internet, third party actions that are illegal under either federal or state law, earthquakes or other disasters, or any cause beyond the reasonable control of Motus Consulting, shall excuse Motus Consulting to that extent.
17. NON-SOLICITATION
Client covenants and agrees that during the term of this contract and for a period of twenty-four (24) months after the termination of this agreement, regardless of the reason for termination, Client will not, directly or indirectly, on their own behalf or on behalf of or in conjunction with any person or legal entity, recruit, solicit, or induce, or attempt to recruit, solicit, or induce, any employee of Motus Consulting to terminate their employment relationship with Motus Consulting. In the event, Motus Consulting is required to enforce the terms of this Section 19, the limitations on liability contained within Section 11 and the dispute resolution procedures contained within Section 21 shall not apply. The client acknowledges and agrees that any violation of this Section 19 would cause substantial, irreparable damage to Motus Consulting and that it is impossible to measure in money the damages that would be caused to Motus Consulting by such violation. Accordingly, Client acknowledges and agrees that in the event that Client violates this Section 18, Motus Consulting shall be entitled to obtain immediate injunctive relief to prohibit Client from such action and Client hereby consents to the entering of a court order compelling such relief.
18. LEGAL ADVICE
Client shall consult with its own attorneys, accountants, and advisors regarding the effect and operation of this Agreement, including without limitation the tax consequences of this Agreement for Client; Client is not relying on Motus Consulting, its officers, directors, or shareholders for such advice.
19. DISPUTE RESOLUTION
Subject to the provisions of paragraph 18 above, in the event of a dispute, the parties shall first attempt to resolve the dispute between themselves in good faith and then, if unsuccessful, by commercial mediation. At the request of either party, the other party shall make itself available for mediation within thirty (30) days of the request, using the mediation rules of the Judicial Arbitration and Mediation Service (“JAMS”). If the dispute cannot be resolved in this manner, the dispute shall be resolved by binding arbitration using the relevant arbitration rules of JAMS, and judgment upon the award rendered by the arbitration tribunal may be entered into any court having proper jurisdiction. In the event that Motus Consulting is deemed a prevailing party in any mediation and/or arbitration proceeding, the Client will be responsible for paying Motus Consulting’s reasonable attorney fees in connection with any such mediation and/or arbitration proceeding. Nothing contained herein shall prevent either party from exercising its right to injunctive relief in any court of law having proper jurisdiction. Payment disputes on payments made to any 3rd party such as Google, Facebook, etc. must be handled by the client and not the agency. Ad campaign billing disputes such as Facebook, Google Ads, LinkedIn, etc. will be managed by the client and the third-party platform. The client will pay for Ad Spend and budget. Our agency will NOT terminate or edit ads or campaigns. Termination, Control, and monitoring are up to the client once a contract has been terminated.
20. PAYMENT AUTHORIZATION
The client hereby expressly authorizes Motus Consulting to charge the credit card identified on the Payment Authorization Form for any one-time setup fees and on a monthly basis for all services rendered. The client expressly agrees not to dispute or otherwise contest these scheduled transactions with the Client’s credit card company. If paying by check a Credit Card will be held on file. If the account is delinquent for 15 days Motus Consulting has the right to charge the card with the amount due along with any late fees that occur.
21. CHARGEBACK DISPUTE PROCEDURES
Purchases will appear on the Client’s credit card/debit card statement as “Motus Consulting LLC”. The client agrees not to file a credit card or debit card chargeback with regard to any purchase and instead to abide by the dispute resolution procedures outlined in Section 21. In the event that Client breaches this paragraph 23 and files a chargeback, upon resolution in Motus Consulting’s favor of the chargeback, Client agrees to reimburse Motus Consulting for any and all chargeback fees and attorney fees incurred in responding to such chargeback. If the Client’s chargeback is upheld, the Client agrees to pay the same costs, in addition to the original purchase price, but Motus Consulting will use the dispute resolution procedures set forth in Section 21 to confirm and collect such amounts.
22. REPORTING & DASHBOARD ACCESS
Clients do not have the right to share or allow 3rd party login to any and all reporting platforms, dashboards, portals, and other areas owned by Motus Consulting. Client log-in and reporting platforms are owned by Motus Consulting and cannot be shared or viewed by anyone other than the contracted parties and contacts on the final signed agreement. These logins and access credentials are tracked. This will result in a breach of service and account locking. The client (You) agree NOT to share any access to any platform.
23. ACCOUNT ACCESS – SOCIAL PLATFORMS & MORE
You allow Motus Consulting to access your Social Media Platforms as well as other reporting platforms. You will give or allow Administrator access so that Motus Consulting can perform marketing on behalf of your company. You will prove ownership with you remaining the PRIMARY owner of all accounts to Motus Consulting so that the correct API integration and reporting can be established between the client and Motus Consulting. The client agrees that they will control ownership of any Ad accounts and payment profiles under those ad accounts. Motus will not stop or cancel any accounts. If an account is terminated it is up to the client to stop all and any ads under the accounts managed by Motus.
24. WEB & SEO PACKAGES
Each proposal will have specific information indicating what is included. All of our SEO packages come with a certain amount of edits, enhancements, and some other services. Redevelopment of websites or complete re-designs does not fall under ANY of our SEO or Marketing packages. Our Local SEO plans will not cover outside of local territories and not cover any additional regions unless otherwise stated. Basic maintenance packages do not fall under any enhanced services and will only cover basic maintenance as stated in the contract.
25. MISCELLANEOUS
This Agreement is binding on and inures to the benefit of the successors, assigns, and legal representatives of the parties; however, Client’s interest shall be assigned only with the prior written consent of Motus Consulting. No transfer or assignment of this Agreement shall release Client from its obligations. No changes to this Agreement shall be valid unless made in writing and signed by both Motus Consulting and Client. No waiver by either party shall be a waiver of any subsequent breach of or failure to perform the same or any other term, condition, or obligation hereof. Each party shall be solely responsible for making any governmental filings or reports that such party is required to make as a result of the transactions arising out of this Agreement. It is agreed by the parties hereto that the venue of any action arising under this Agreement shall be in Delaware County, Pennsylvania, and the laws of the State of Pennsylvania (excluding its conflicts of laws rules) shall govern this Agreement. Should any part of this Agreement contravene public policy or laws of the jurisdiction in which it is sought to enforce the same, then such part shall be considered null and void and have no force and effect, and the balance of the terms and conditions of this Agreement shall remain valid and in full force and effect. In regard to payment of any amount due hereunder, time is of the essence. Any required notice under this Agreement shall be in writing and delivered to a contact person designated by a party (i) by personal delivery, (ii) by facsimile transmission when receipt is confirmed orally, (iii) by overnight courier upon written verification of receipt, or (iv) by certified or registered mail, return receipt requested, upon verification of receipt. Sections 3, 4, 5, 6, 10, 11, 12, 13, 14, 15, 19, and 21 shall survive the termination of this Agreement.
26. NDA
For purposes of this Agreement, “Confidential Information” shall include all information or material that has or could have commercial value or other utility in the business in which Disclosing Party is engaged. If Confidential Information is in written form, the Disclosing Party shall label or stamp the materials with the word “Confidential” or some similar warning. Client information will stay within Motus Consulting. No contact information, business information, etc. will be shared with other clients, outside parties, or vendors unless otherwise signed by the client. All information remains private. Client data such as ranking, reports, keywords, creatives, spend and any items pertaining to. the digital Strategy will not be shared. Receiving Party shall hold and maintain the Confidential Information in strictest confidence for the sole and exclusive benefit of the Disclosing Party. Receiving Party shall carefully restrict access to Confidential Information to employees, contractors, and third parties as is reasonably required and shall require those persons to sign nondisclosure restrictions at least as protective as those in this Agreement. Receiving Party shall not, without the prior written approval of Disclosing Party, use for Receiving Party’s own benefit, publish, copy, or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of Disclosing Party, any Confidential Information. Receiving Party shall return to Disclosing Party any and all records, notes, and other written, printed, or tangible materials in its possession pertaining to Confidential Information immediately if Disclosing Party requests it in writing. The client agrees they are responsible for all payment information on all Digital Assets such as Facebook, Google, and other 3rd party Marketing directories and platforms. The client agrees that information will not be given to other agencies while in contract with Motus Consulting.
