Last updated: April 2024
SERVICE AGREEMENT OVERVIEW
This document serves as an agreement between Digitalpharm Ltd, doing business as Pharmacy Mentor (“the Agency”), and you (“the Client” or “You”). This agreement is connected to and includes any order form(s) you submit. It covers the terms for all products and services you order from us.
Definitions
- SEO – Search Engine Optimisation: The process of improving ranking in search engine results
- FTP – File Transfer Protocol: File Transfer Protocol (FTP) is a standard network protocol used to copy a file from one host to another over a TCP/IP-based network, such as the Internet. Your website can be adapted through this method.
- PSM – Paid Search Marketing: Optimisation of Adverts purchased for a fee charged by the advert host.
- SMS – Social Media Services: The process of improving your social media “brand” value to improve your social media profiles visibility and brand awareness.
1) TERM AND TERMINATION
Effective Period: This agreement starts as soon as you pay the first invoice and sign our GSA (General Service Agreement).
By Either Party: You or the Agency can end this agreement by giving 60 days’ written notice to the other party.
By the Agency, Immediately: The Agency can end this agreement right away if:
1. You fail to pay any fees.
2. You don’t cooperate or prevent the Agency from providing its services.
2) SEO SERVICES
(a) In performing the Search Engine Optimisation (SEO) Services, the Agency shall develop a plan intended to increase the visibility of the Client’s Website(s) and improve the search ranking of the Website(s) in relation to search terms relevant to the Client’s business, and provide related program strategy and tactical recommendations.
(b) The Client acknowledges that the SEO Services will require modifications to the Website(s) which may include changes to site titles, metadata, copy, structure, links, and other factors that influence higher index visibility and keyword ranking.
(c) The Client will be responsible for providing appropriate personnel to work with the Agency to implement the recommendations provided as part of the SEO Services.
(d) The Client shall be solely responsible for operating, maintaining and managing all aspects of the Website, unless the website is being managed and hosted by the Agency.
(e) The Agency will own the right to the SEO we implement on websites, platforms or applications until all work has been completed and paid for.
(f) All SEO packages delivered by the agency will have a minimum term of 6-months contracted work, unless otherwise specified. The Agency is more than likely to suggest a 12-month contract since SEO is a long-term approach.
3) WEB DEVELOPMENT
(a) Copyright. The client retains the right to data, files and graphics provided by the client. The client warrants that they hold all rights, permissions and copyright to all information provided and fully indemnify the agency against any and all claims, costs or actions regarding the use of information, files and graphics supplied by the client for the agency to use in respect of contracted web development services provided to the client.
(b) Law. It is the client’s responsibility to comply with the laws, taxes, and tariffs relating to websites and the agency does not offer legal advice in these matters
(c) Proprietary code. Should the agency write custom code for a website or application required by the client, then the copyright for such code shall remain with the agency. In such cases, the agency shall authorise the client to make full usage of such code within the confines of their own business only, unless agreed separately in writing.
(d) The Agency will own the right to the IP of all online websites, platforms or applications (including modifications/bespoke coding made to open source solutions) which are being built or edited, until all work on them has been completed and paid for.
(e) Please contact Digitalpharm Ltd trading as Pharmacy Mentor for more information on website management packages where hosting security and the backups of websites is included.
(f) When building a website for a client, it is the client’s responsibility to make sure they respond to us accordingly and without delay to gather feedback and information regarding the business. If delays in communication occur (5 days or more) for more than THREE consecutive attempts, we’ll settle any outstanding invoices, set up a “Coming Soon” page on the domain (live or staging) and begin hosting charges. No work will continue until a response is received.
(g) No development work will commence for any project where the client does not (i) fill out the Website Implementation Form and (ii) provide us with access details to the domain for us to go live.
(h) The Agency will aim to deliver website projects in a timely manner and will work towards deadlines. However, the Agency cannot promise an exact date of delivery of the project, or any other parts of the development project, as this relies on many factors, including delayed responses from the client. However, we will always push towards a deadline.
(i) The Agency is not responsible for any legality or compliance issues related to a pharmacy website that the client purchases. Although the Agency holds a great deal of information regarding legality or compliance in the pharmacy and healthcare space, the Agency can advise only. It is the responsibility of the Client to ensure that any website or application that has been developed for them is legally compliant according to the governing bodies that they are regulated by.
(j) Full payment of any DSP website is required upon launch, even if the website has been launched behind a protected password. Website hosting and maintenance will commence as soon as the website is launched on the domain, even if password protected, as this costs The Manager resources.
4) ULTIMATE PHARMACY WEBSITE (UPW) PLUGIN
These Terms and Conditions govern your use of the UPW Plugin provided by Digitalpharm LTD trading as Pharmacy Mentor, The Agency. By installing or using the UPW Plugin, you agree to these terms.
a) License to Use: The Agency grants you a non-exclusive, non-transferable, revocable license to use the UPW Plugin for its intended purpose on your website. This license does not grant you any rights to the intellectual property of the plugin.
b) Restrictions on Use
(i) Modification of Code: Users are prohibited from altering, modifying, or augmenting the code of the UPW Plugin in any manner. Minor adjustments for compatibility purposes may be allowed but require prior written consent from The Agency.
(ii) Resale Prohibited: The resale, redistribution, or sublicensing of the UPW Plugin is strictly prohibited. Users may not transfer or share the plugin with any third party.
c) Intellectual Property: All intellectual property rights in the UPW Plugin, including but not limited to its code, design, and trademarks, are owned by The Agency. The use of the UPW Plugin does not transfer any of these rights to the user.
d) Enforcement and Violations: Violations of these terms may result in immediate termination of the license, legal action, or financial penalties. The Agency reserves the right to enforce these terms to the fullest extent permitted by law.
e) Modification of Terms: The Agency reserves the right to modify these terms at any time. Users will be notified of any changes by email.
f) Governing Law and Dispute Resolution: These terms are governed by UK law. Any disputes arising from or related to the use of the UPW Plugin will be subject to arbitration or mediation prior to any court proceedings.
g) Acknowledgment and Agreement: By installing and using the UPW Plugin, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions.
h) Moving Hosting Provider: If you are to move to another website hosting provider, all terms and conditions for the UPW plugin apply
5) SOCIAL MEDIA
a) In performing Social Media Services (SMS) the agency shall develop a plan intended to improve the visibility of the Client’s business profile on the selected social media sites.
b) The Client acknowledges that the Social Media Services will require the client to enable the agency to make posts on the client’s behalf across the social media sites included with the service in order to influence the visibility and ranking of the client’s profile.
c) The client shall be responsible for providing the agency with the necessary login details to make posts and also for providing copy and/or information necessary for the agency to ensure posts are fully effective.
d) The client retains full responsibility for maintaining their social media profiles unless this is not included in the service package and all links and content contained therein.
6) PAID SEARCH MARKETING SERVICES
Services Provided by the Agency:
(a) Managing Campaigns: The Agency will actively manage and monitor search engine marketing efforts, focusing on promoting your products/services on websites and their successors.
(b) Handling Search Engine Relations: The Agency will manage relationships and payments with search engines or directories.
(c) Bid Management: The Agency will handle bid prices, listing terms, monthly spending, and manage listings (adding, deleting, creating new ones, and adjusting bid amounts).
(d) Technology Support: The Agency will provide and maintain technology needed to link your website(s) to search engines.
(e) Metrics Tracking: The Agency will track and report on clicks, sales conversion data, ROI, and other relevant metrics.
Payment for PSM Services:
(f) Fees: The fees outlined in the Service Agreement don’t include certain costs like API access fees charged by search engines, which will be billed to you.
(g) API Fees: If search engines charge a flat fee for API access, the Agency will divide this cost among clients on a pro-rata basis.
(h) Qualified Customer Definition: A customer who orders or registers on your site within 60 days after clicking a link related to your product is a Qualified Customer. Monthly sales figures will exclude fraudulent orders, shipping, handling, taxes, etc.
(i) Account Issues: If your account gets banned or ads are stopped, full payment is still required for the Agency to work on resolving these issues.
Client Responsibilities:
(j) Website Management: You are responsible for managing and maintaining your website’s content, if the Agency has not been commissioned to do this for you.
(k) Offers and Promotions: You need to provide and approve offers for the Agency to optimise search engine placement.
(l) Product Sales Management: You handle pricing, order processing, payments, returns, customer service, and legal compliance.
(m) Supporting the Agency’s Efforts: You should assist the Agency in improving tracking/reporting and implementing technology for linking with search engines.
(n) Protecting Access Information: You must keep login information secure and be responsible for any third-party access to the Agency’s tools.
7) FEES; LIMITATIONS ON REFUNDS AND CANCELLATIONS
(a) The Client agrees to pay the Agency any and all fee(s) as stated in their service package or invoice delivered
(b) Remuneration and assignments shall be reviewed annually or at any time in the event of substantial changes to the Client’s requirements. Any agreed review shall be confirmed in writing by both parties. Where the Agency’s remuneration is a fee based on the projected time to be incurred in providing the Services the Agency reserves the right to reconcile and adjust the fee every six months to reflect the actual time spent.
(c) If the Client and the Agency are unable to agree remuneration in advance of the due date for the annual review the remuneration previously applied shall continue to be payable until such time as agreement is reached, at which point any necessary balancing payment shall be made, or until the Agreement appointment is terminated.
(d) The Agency will invoice monthly, or on a set term agreed with the client, and payment terms are stated. If the Client fails to pay any invoice within 14 days of the due date, the Agency shall have the right to suspend the Services.
(e) Unless otherwise agreed in writing, all fees or commission payments will be invoiced and paid in the currency in which the Agency is to incur those costs.
(f) In the event that the Client requires any additional services outside of the originally agreed scope, the parties agree to negotiate in good faith with respect to the terms, conditions, and compensation for those additional services.
(g) Travel and associated expenses and any other out-of-pocket expenses incurred by the Agency or its employees at the Client’s prior written request or incurred outside the scope of the Agency’s normal duties will be charged to the Client at cost.
(h) The existence of a query on an individual item in an account will not affect the due date of payment for the balance of the account.
(i) The absence of any Client purchase order number or other job numbers will not constitute a valid reason for non-payment.
(j) All fees, costs and all other amounts to be invoiced to the Client will clearly state Value Added Tax where necessary so the Client can account for this
(k) The Agency reserves the right to charge interest on all overdue amounts at the higher of the local applicable interest rate or Bank of England base rate + 2%.
(l) Any services, products, or advertising budgets bought through The Agency will have VAT added to them from the 1st May 2020.
(m) Advertising budgets bought through the Agency to then be used as Ad spend, such as Facebook or Google Ads, fall as part of the service package delivered through the Agency and will incur VAT. If the Client does not agree to this, they must spend Advertising budgets through the Third Party applications directly themselves and are fully responsible for the invoicing and taxing that goes along with this.
(n) The Agency operates a Direct Debit system for recurring payments and will, where necessary, provide that as the only option for the Client to pay to speed and streamline the process. If the Client is unhappy with this option, the Agency can offer alternative methods of payment, usually as a 6-monthly or yearly option.
(o) For recurring marketing or development services, we operate a 60-day cancellation policy. The Client must cancel in writing by email to our Company and the cancellation will be processed accordingly.
(p) For any marketing services provided there will be a 6-month minimum initial term.
(q) For any web services provided there will be a 12-month minimum initial term.
(r) Any payments that have been paid in error by the client e.g. double payments, will incur a charge of £14.99 to cover the cost of administration to refund the payment error to the Client.
(s) For any web payments over £5000 that are split into 2 or more installments, the Client will pay the Agency in accordance to the terms set out in the proposal.
8) CLIENT RESPONSIBILITIES
For the purposes of providing these services, the Client agrees:
a) Website Access for SEO: You need to give the Agency FTP access to your websites. This is for uploading new pages or making SEO-related changes. Alternatively, you can approve changes through a third-party service.
b) Use of Branding Materials: You authorise the Agency to use your logos, trademarks, website images, etc., for creating pages and other necessary activities for search engine optimisation.
c) Providing Content: If your website needs more text for SEO, you agree to provide additional relevant content. This might include articles (200-500 words) about your keyword phrases.
9) SEARCH ENGINES
(a) Contracts with Search Engines:
- Standard Contracts: The Agency’s contracts with search engines for your paid search marketing follow industry standards and search engines’ own terms.
- Agency as Principal: The Agency acts as the main party in dealing with search engines, unless local laws require differently.
- Client’s Role: Your rights and responsibilities are aligned with the terms between the Agency and search engines. This means:
- Search engine terms and rates can change according to their agreements.
- You need to follow all standard trading terms of the search engines and suppliers.
(b) Indemnification:
- If there’s a breach of any search engine’s terms due to your actions or lack of action, you will need to cover any legal responsibilities or costs for both the Agency and the search engine or supplier.
10) CLIENT ACKNOWLEDGEMENTS
The Client understands, acknowledges and agrees that:
a) Agency’s Limited Control: You recognise that the Agency doesn’t control search engine policies. This means: Your website(s) can be removed from a search engine or directory at their discretion. If this happens, the Agency will try to resubmit the dropped pages.
b) Time frame for Listing: It might take 2 to 4 months, sometimes even longer, for search engines and directories to list your website(s) after submission.
c) Unpredictable Acceptance: Search engines and directories may temporarily stop accepting submissions without warning.
d) Unexpected Listing Drops: Listings might be dropped or disappear without clear reasons. They might come back on their own, but if they don’t, the Agency will resubmit your website(s) according to the latest policies of the search engine or directory.
e) Expedited Listing Services:
- Some search engines and directories offer faster listing services for a fee. The Agency recommends using these services.
- You are responsible for the costs of these expedited services, unless it’s covered in your Service Package or Strategy.
11) WEBSITE CHANGES
The Agency is not responsible for changes made to the Client’s website(s) by other parties that adversely affect the search engine or directory rankings of Client’s website(s).
12) ADDITIONAL SERVICES
a) Additional Services Not in Package/Strategy:
If you need services that are not included in your Service Package or Strategy, these will be charged at up to £85 + VAT per hour. Alternatively, a different rate can be agreed upon between you and the Agency.
b) Responsibility for Overwritten SEO Work:
If SEO work done by the Agency on your website(s) is overwritten or changed by you, the Agency is not responsible for this.
If you want the Agency to redo this work, such as reconstructing meta-tags, keywords, content, etc., it will be charged at the same rate of up to £85 + VAT per hour or another agreed amount.
13) INDEMNIFICATION
a) Protection for the Agency: You agree to protect and not hold the Agency (including its subsidiaries, affiliates, officers, agents, partners, and employees) responsible for any legal claims, damages, liabilities, costs, and expenses (including legal fees) that arise from:
(i) Client Content: Anything you provide to the Agency (like photos, graphics, audio, video, text, data) that leads to a legal issue.
(ii) Intellectual Property Claims: If someone claims that the content you provided to the Agency infringes on their intellectual property rights.
b) Conditions for Agency’s Defense: For the Agency to be defended and covered under this agreement:
(i) The Agency must quickly inform you about any such claim.
(ii) You will have the right to handle the defense and negotiations, and the Agency must fully cooperate with you in these matters.
14) DISCLAIMER OF WARRANTIES
a) No Guarantees on SEO Services: The Agency doesn’t guarantee that the SEO services will meet your expectations or requirements. You bear the risk regarding the quality and performance of these services.
b) Services Provided ‘As Is’: The Agency offers its services ‘as is’ without any kind of warranty, unless explicitly stated in this agreement.
c) Exclusive Warranties: The only warranties are those specifically mentioned in this agreement.
d) No Other Warranties: The Agency disclaims all other warranties, whether express or implied, including warranties of merchantability and fitness for a particular purpose.
e) Severability: If any part of this agreement is found to be unlawful or unenforceable, that part will be removed without affecting the rest of the agreement.
15) LIMITED LIABILITY
a) No Liability for Indirect Damages: The Agency isn’t liable for any indirect, special, or consequential damages that might arise from this agreement. This includes lost profits, failure of software, or any data loss.
b) No Refunds: There are no refunds for services provided.
c) Third-Party Products and Services: The Agency makes no warranties regarding third-party products, content, software, equipment, or hardware.
d) Intellectual Property Rights: Intellectual property rights for design work or custom coding remain with the Agency until full payment is received.
16) CLIENT REPRESENTATIONS
a) Ownership of Materials: You guarantee that any materials (like text, graphics, photos) you provide to the Agency are either owned by you or you have permission to use them. You will protect the Agency from any legal issues arising from the use of these materials.
b) Compliance with Laws: You agree to comply with all laws, taxes, and tariffs related to Internet commerce and protect the Agency from any legal issues related to your non-compliance.
17) CONFIDENTIALITY
a) Mutual Confidentiality: Both parties agree to keep each other’s Proprietary or Confidential Information strictly confidential. This includes contracts, trade secrets, business methods, records, financial information, and any computer-stored information.
b) Exceptions to Confidentiality:
Information is not considered confidential if it:
(i) Becomes publicly known through means other than a breach by the receiving party.
(ii) Was already known to the receiving party, or was received rightfully from another source.
(iii) Is independently developed by the receiving party.
(iv) Needs to be disclosed due to a court order or legal requirement.
c) Restrictions on Use and Disclosure:
(i) Neither party will share the other’s confidential information with any third party.
(ii) The confidential information will only be used for purposes specified in the Agreement.
(iii) Each party’s confidential information remains their own property.
d) Consequences of Unauthorised Use/Disclosure:
If one party uses or discloses the other’s information in a way not specified in the Agreement, the affected party can seek legal relief.
e) Duration of Confidentiality Obligations:
Even after the end of this Agreement, both the Agency and the Client must continue to keep the confidential information private for a total of three (3) years from the start date of the Agreement.
18) DATA PROTECTION
a) Confidentiality and Data Protection Compliance:
All information collected from or for you, the Client, will be treated as confidential, following the terms of this agreement and in compliance with data protection laws.
b) Duration of Information Holding:
Digitalpharm Ltd, doing business as Pharmacy Mentor, will only hold this information for the duration of the contract.
c) Client’s Responsibility Under GDPR:
You are fully responsible for complying with the General Data Protection Regulation (GDPR) for all information that Digitalpharm Ltd collects and provides to you during the contracted work.
19) FAILURE TO PERFORM
Excusable Delays: Neither party is liable for delays or failures in performance caused by events outside their control, like natural disasters, strikes (not involving their own employees), or unavailability of materials.
Extension for Delays: If such events occur, the affected party gets a reasonable extension to fulfill their obligations.
20) RELATIONSHIP OF PARTIES
Independent Contractor Status: The Agency is an independent contractor under this agreement. This isn’t a partnership, joint venture, or employment relationship.
No Agency Relationship: The Agency is not an agent for the Client.
21) NOTICE AND PAYMENT
Written Notice: Any required notices must be in writing and sent to the email addresses provided in the service package.
Address Changes: Either party can change its notice or payment address with written notification.
22) JURISDICTION
Governing Law: The agreement is governed by the laws of England and Wales, and their courts have non-exclusive jurisdiction.
23) AGREEMENT BINDING ON SUCCESSORS
Successors Bound: The Agreement’s terms bind and benefit both parties, their heirs, successors, and assigns.
24) ASSIGNABILITY
No Client Assignment: The Client can’t assign this agreement or its rights without the Agency’s written consent. The Agency can use subcontractors as needed.
25) WAIVER
No Implied Waivers: A party’s failure to enforce any part of the agreement doesn’t waive their right to enforce it later.
26) INTEGRATION
Entire Agreement: This Agreement is the complete and final agreement between the parties, overriding all prior agreements.
Amendments in Writing: It can only be changed in writing, agreed upon by both parties.
27) NO INFERENCE AGAINST AUTHOR
No Bias in Interpretation: The Agreement’s terms aren’t biased against the party who drafted them.
28) DISPUTES
Settlement by Negotiation: Disputes will be settled through negotiation by senior executives with settlement authority.
29) READ AND UNDERSTOOD
Acknowledgement: Both parties acknowledge they have read, understand, and agree to the Agreement.
30) INTELLECTUAL PROPERTY
Agency Ownership: Software developed by the Agency, where the knowledge comes from the Agency, is its intellectual property, unless agreed otherwise beforehand.
31) COMMUNICATION
Phone calls can only be accepted via our dedicated support line or when you have booked in to speak with us, via a Google Hangout. We will not accept nor pick up calls made to WhatsApp numbers, unless this has been pre-authorised in exceptional circumstances.
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If you’d like to discuss any of these Terms and Conditions, please email support@pharmacymentor.com and we’ll ben happy to help.
Company Name and Number: Digitalpharm LTD, No. 11444197
VAT Reg ID: 345 5785 67