1. Introduction

 

Business Name: Iremia Network Solutions T/A Iremia Marketing Agency 

Effective Date: Jan 2014 

 

Overview:

Iremia Marketing Agency provides solutions to small to medium businesses in Africa. Services include Brand Strategy, Event Marketing, Lead Generation, Social Media Marketing, Training and Consulting, Website Optimization and Market Research. 

 

2. Definitions

 

"Client": The individual or entity receiving services.

"Services": The marketing services provided by the agency.

"Agreement": These terms and conditions.

"Confidential Information": All non-public information disclosed by either party.

 

3. Services

 

Description of Services: Brand Strategy, Event Marketing, Lead Generation, Social Media Marketing, Training and Consulting, Website Optimization and Market Research.

Customization: Services can be tailored to meet specific client needs.

 

4. Fees and Payment

 

Retainer Model

• Retainer Agreement:

The client agrees to pay a fixed fee, known as a retainer, monthly. 

 

• Scope of Services:

The retainer fee covers a predefined set of services, which could depend on the agreed strategy include:

Marketing Strategy Development

Marketing Campaigns 

Social Media Management

Content Creation and Distribution

Event Marketing

SEO optimization

Regular Performance Reporting and Analysis

 

Any additional services outside the scope of the retainer will be billed separately, often at a pre-agreed rate. 

 

 

• Payment Terms:

 

The retainer fee is paid upfront on the 1st of each month.

Payment can be made via bank transfer into Iremia Marketing business account which will be provided on the invoice. 

 

• Hours Allocation:

The retainer fee typically covers a certain number of hours of service per month.

Unused hours may or may not roll over to the next month, depending on the agreement.

 

• Reporting and Communication:

Regular updates and performance reports are provided to the client.

Scheduled meetings (e.g., weekly, bi-weekly or monthly) to discuss progress and adjust strategies as needed.

 

• Adjustments and Reviews:

Periodic reviews (monthly or quarterly) to assess the effectiveness of the retainer arrangement.

Adjustments to the retainer fee and scope of services can be made based on these reviews.

Payment Terms: Payments due on the first day of the month. 

Invoicing: Invoices issued monthly.

Deposits and Advances: [Percentage or amount] deposit required before commencing work.

 

5. Client Responsibilities

 

Provision of Information: Client must provide all necessary information and materials.

Timely Feedback: Timely feedback and approvals are required to avoid delays.

Access to Accounts: Client must provide access to relevant accounts as needed.

 

6. Confidentiality

 

Confidential Information: Defined as all non-public information disclosed.

Non-Disclosure: Both parties agree not to disclose confidential information. A non-disclosure agreement to be signed by both parties before commencement of activities. 

Duration: Confidentiality obligations remain in effect for the duration for 2 years after termination.

 

7. Intellectual Property

 

Ownership: Iremia Agency to own the IP created.

Usage Rights: Client has the right to use the deliverables.

Third-Party Materials: Any third-party materials used and their respective licenses.

 

8. Revisions and Approvals

Revision Policy: Client may request up to 3 rounds of changes, thereafter an hourly rate will be affected. 

Final Approval: Final approval of scope of work to be signed off by client. 

 

9. Termination

 

Either party can terminate the retainer agreement with a specified notice period of 30 days.

Upon termination, any outstanding work will be billed at the agreed hourly rate or covered by the final retainer payment.

Duration of Agreement: Minimum 1 year, thereafter 2-year contract will apply going forward.

 

Termination Conditions of Termination:

• Mutual Agreement

Both parties may mutually agree in writing to terminate the agreement at any time.

• Breach of Agreement

Either party can terminate the agreement if the other party breaches any material term or condition of the agreement and fails to remedy the breach within a specified period (30 days) after receiving written notice of the breach.

• Non-Payment

The agency may terminate the agreement if the client fails to make payments as required under the agreement and does not rectify the situation within a specified period (15 to 30 days) after receiving a notice of non-payment.

• Performance Issues

The client may terminate the agreement if the agency fails to deliver services as specified in the agreement and does not correct the issue within a specified period (30 days) after receiving a notice of unsatisfactory performance.

• Force Majeure

Either party may terminate the agreement if a force majeure event (such as natural disasters, pandemics, or other events beyond the control of the parties) prevents either party from fulfilling their obligations under the agreement for an extended period (60 to 90 days).

• Change in Control

Either party may terminate the agreement if there is a significant change in the control or ownership of the other party, which could impact the ability or willingness to perform under the agreement.

• Convenience

Either party may terminate the agreement for convenience by providing a specified notice period (30 days). This allows either party to end the relationship without needing to provide a specific reason.

• Legal or Regulatory Reasons

Either party may terminate the agreement if there is a change in laws or regulations that makes it impossible or illegal to continue performing under the agreement.

• Failure to Provide Information

The agency may terminate the agreement if the client fails to provide necessary information or access required to perform the services and does not remedy the situation within a specified period (30 days) after receiving written notice.

• Ethical Concerns

Either party may terminate the agreement if the other party engages in unethical or illegal activities that could harm the terminating party’s reputation or operations.

Notice Period

Standard Notice: A standard notice period for termination is 30 days, but it can be adjusted based on the specifics of the agreement and the nature of the relationship.

Effect of Termination

Outstanding Payments: Upon termination, any outstanding payments for services rendered up to the termination date must be settled.

Return of Materials: Both parties must return or destroy any confidential information or materials belonging to the other party.

Final Deliverables: The agency should provide any completed work to the client, and the client should compensate the agency for any work done up to the termination date.

 

10. Limitation of Liability

 

Liability Cap: Limitation of agency's liability to [specified amount].

Exclusions: Exclusions from liability, such as indirect or consequential damages.

 

11. Warranties and Disclaimers

 

Service Warranty: Any warranties provided by the agency regarding the services.

Disclaimer of Warranties: Disclaimers for any implied warranties not expressly stated.

 

12. Force Majeure

 

Definition: Events such as natural disasters, pandemics, etc., that affect obligations.

Effect: How force majeure events impact the obligations of both parties.

 

13. Governing Law and Jurisdiction

 

Applicable Law: Governing law for the agreement.

Jurisdiction: Jurisdiction for any legal disputes.

 

14. Miscellaneous

 

Entire Agreement: These terms and conditions constitute the entire agreement between the parties.

Amendments: Process for amending the agreement.

Severability: If any part of the agreement is invalid, the rest remains in effect.

Waiver: Failure to enforce any part of the agreement does not constitute a waiver.

 

15. Contact Information

 

Agency Contact Information: Iremia Marketing Agency – +27 71 141 2824 

 

16. Acceptance

 

Acknowledgment: The client acknowledges and accepts these terms and conditions by engaging the agency's services.