Virtual Marketing Department Agreement
لقراءة الاتفاقية بالعربية
MASTER AGREEMENT
This Agreement and Memorandum of Understanding is hereby made and entered into by and between ‘Service Provider’, defined as MARKETING DOT LIMITED DIGITAL SOLUTIONS, and ‘Beneficiary Party’, identified as any person or entity wishing to subscribe to marketing services or the ‘Comprehensive Virtual Marketing Department Package’ offered by MARKETING DOT LIMITED DIGITAL SOLUTIONS. WHEREAS both parties aim to enhance marketing initiatives and achieve targeted outcomes, and WHEREAS the Service Provider is prepared and willing to provide such services in accordance with the terms and conditions stipulated in this Agreement, the parties hereby agree as follows:
Definitions and Interpretations
1. Definitions and Interpretations
Definitions and Interpretations
In this Agreement, the following terms shall have the meanings set forth below unless the context otherwise requires:
1.1. “Agreement” refers to this Comprehensive Virtual Marketing Department Agreement and Memorandum of Understanding, including all its schedules, annexes, and amendments.
1.2. “Service Provider” means MARKETING DOT LIMITED DIGITAL SOLUTIONS, the entity providing comprehensive marketing services as outlined in this Agreement.
1.3. “Beneficiary Party” refers to any person or entity engaging the services of the Service Provider under the terms of this Agreement and agreeing to the terms and conditions herein.
1.4. “Services” encompasses all marketing, design, and support activities and deliverables provided by the Service Provider to the Beneficiary Party, as detailed in the “Services Provided” section of this Agreement.
1.5. “Effective Date” refers to the date on which this Agreement is executed by both parties.
1.6. “Term” means the duration of this Agreement, commencing on the Effective Date and continuing for the period specified unless earlier terminated in accordance with the terms herein.
1.7. “Confidential Information” includes any information, whether written, electronic, or oral, disclosed by either party to the other that is designated as confidential or ought reasonably to be considered as confidential given the nature of the information and the circumstances of disclosure.
1.8. “Marketing Initiatives” refers to the various strategies and actions undertaken or proposed to be undertaken by the Beneficiary Party, in relation to which the Service Provider provides its services.
1.9. “Party” or “Parties” refers to the Service Provider and the Beneficiary Party, individually or collectively.
1.10. “Working Hours” refers to the hours during which the Service Provider’s team is scheduled to work on the Beneficiary Party’s projects, as mutually agreed upon.
1.11. “Official Holidays” refers to public holidays recognized by the Kingdom of Bahrain, during which normal business operations of the Service Provider may be suspended or adjusted.
In interpreting this Agreement:
● Words in the singular include the plural and vice versa.
● References to a gender include other genders.
● Headings are for convenience only and do not affect interpretation.
● References to clauses, schedules, or annexures are to those of this Agreement.
● References to statutes include their amendments or replacements.
Services Provided
1. Services Provided
The Service Provider will provide the “Comprehensive Virtual Marketing Department Package” to the Beneficiary Party, which includes the following services:
2.1. Website Management:
● Content Management: Professional handling of content, including additions, modifications, and deletions.
● Design Customization: Tailoring website aesthetics for an outstanding user experience.
● Performance Optimization: Enhancing site speed and efficiency for superior user engagement.
● Health Monitoring: Ongoing checks for optimal website functionality and health.
● Conversion Tracking: Utilizing advanced tools like various pixels and Google Tag Manager for precise tracking.
● Catalog Management: Handle catalogs across platforms such as Facebook, Snapchat, and TikTok.
● SEO: In-depth search engine optimization for improved visibility and ranking.
● Analytics: Detailed analysis for informed decision-making.
● Payment and Shipping: Seamless management of ecommerce logistics.
● Regular Updates: Keeping your site, plugins, and themes up-to-date with the latest trends and security measures.
● New Website Creation/Redesign: Building or revamping websites tailored to Beneficiary Party specifications.
● Custom Page Design: Each page is designed to reflect the unique brand identity.
● UX Optimization: Enhancing the user experience for improved conversions and customer satisfaction.
● Web Hosting: Complimentary hosting for website and reliable, regular backups.
2.2. Social Media Management (Instagram & TikTok):
● Engaging Content Creation: Crafting platform-specific content to captivate your audience.
● Active Online Presence: Consistent posting to ensure ongoing engagement.
● Audience Engagement: Innovative strategies to grow followers and interactions.
● Analytics & Reporting: Tracking growth and engagement with detailed reports.
● Influencer Collaborations: Coordinating with influencers to amplify brand visibility.
● Graphic Design & Motion Graphics: Creating visually stunning designs and animations to enhance social media content and online presence.
2.3. Google Business Management:
● Profile Optimization: Maximizing local SEO through strategic Google Business profile setup.
● Information Updates: Keeping business details current for customer convenience.
● Review Management: Handling customer feedback professionally.
● Local Engagement: Engaging local customers with timely updates and offers.
● Performance Tracking: Analyzing local search performance for strategic improvements.
2.4. Blog Management:
● Content Creation: Developing industry-relevant blog posts to engage your audience.
● SEO for Blogs: Each post is optimized for maximum online visibility.
● Regular Posting: Maintaining a consistent blog schedule to keep your audience informed.
● Social Media Integration: Leveraging social media to boost blog traffic.
● Performance Analytics: Measuring blog impact and engagement.
2.5. Jetpack CRM Implementation and Management:
● CRM Setup: Installing and managing Jetpack CRM for the subscription period.
● Marketing Automation: Activating features for streamlined email marketing and automated marketing tasks.
● CRM Funnels & Automation: Visualizing customer acquisition stages and automating routine tasks.
● Contact Segmentation: Efficiently managing contact lists for targeted marketing.
● Email Marketing & Data Import: Utilizing easy-to-use extensions for effective email campaigns and seamless data import.
2.6. WhatsApp Group for Communication and Support:
● Direct Support: A dedicated group for swift and effective communication and project discussions.
2.7. Email Marketing:
● Campaign Creation and Management: Developing tailored email marketing campaigns that align with the Beneficiary Party’s objectives. This involves crafting compelling email content, designing attractive layouts, and segmenting email lists to target specific audience groups.
● Promotion of Services and Products: Using email campaigns to effectively showcase the Beneficiary Party’s products and services. This includes creating product-focused newsletters, promotional offers, and event announcements.
● Performance Tracking and Optimization: Monitoring key metrics such as open rates, click-through rates, and conversion rates. Using this data to continually refine and optimize email strategies for better engagement and results.
● Compliance and Best Practices: Ensuring all email marketing activities comply with relevant regulations (like GDPR) and adhere to best email marketing practices.
2.8. Digital Sales Funnels:
● Custom Funnel Design: Building customized digital sales funnels tailored to the Beneficiary Party’s specific marketing plan. This includes identifying the various stages of the customer journey and developing strategies for each stage.
● Conversion Optimization: Implementing techniques to maximize conversion rates at each funnel stage. This could involve A/B testing, landing page optimization, and persuasive copywriting.
● Integration with Marketing Tools: Seamlessly integrating the sales funnel with other digital marketing tools like CRM systems, email marketing platforms, and analytics tools.
● Performance Analysis: Regularly analyzing the performance of the sales funnel to identify areas for improvement and to ensure that it aligns with the overall marketing objectives.
2.9. Chatbot Management:
● Chatbot Development and Updates: Creating and regularly updating chatbots on the Beneficiary Party’s website and social media platforms to ensure they are effective and up-to-date.
● Creating Chatbot Flows: Designing interactive and engaging chatbot conversation flows that enhance customer experience and provide valuable information.
● Customer Inquiry Response: Programming chatbots to handle common customer inquiries efficiently, providing instant assistance and improving customer service.
● Integration with Business Systems: Ensuring the chatbot is integrated with other business systems for seamless information sharing and service provision.
● Analytics and Improvements: Using chatbot interaction data to gain insights into customer preferences and behavior, and continually refining the chatbot experience based on these insights.
2.10. Comprehensive Print Design Services:
● Diverse Design Offerings: Providing design services for a variety of print materials such as brochures, booklets, business cards, billboards, posters, and other promotional printouts.
● Customized Designs: Creating print designs that reflect the Beneficiary Party’s brand identity and meet their unique marketing needs. This includes selecting colors, fonts, and images that align with the Beneficiary Party’s message.
● High Quality and Creativity: Ensuring high-quality in design and print with a focus on creativity and innovation to attract the target audience’s attention.
● Coordination with Printing Services: Collaborating with printing services to ensure that designs are printed perfectly according to the required specifications.
● Revisions and Adjustments: Offering revision and adjustment services to guarantee complete Beneficiary Party satisfaction with the final design.
2.11. Branding Services:
● Brand Strategy Development: Crafting a comprehensive brand strategy that includes positioning, messaging, and target audience identification. This strategy will guide all branding efforts to ensure consistency and effectiveness.
● Logo Design and Brand Identity: Creating a unique logo and visual identity that encapsulates the essence of the brand. This includes designing a color palette, typography, and other visual elements that represent the brand’s personality and values.
● Brand Guidelines: Developing a set of brand guidelines that outline how to use the brand elements. This ensures consistency across all marketing materials and platforms.
● Corporate Stationery and Collateral Design: Designing business cards, letterheads, envelopes, and other stationery items to maintain a cohesive brand image.
● Packaging Design: Creating attractive and functional packaging designs that not only protect the product but also communicate the brand’s message effectively.
● Brand Voice and Copywriting: Crafting a unique brand voice and writing compelling copy for various platforms and materials, ensuring that the brand’s message is conveyed clearly and consistently.
● Digital Brand Presence: Developing the brand’s digital presence, including website design, social media profiles, and digital advertising, to create a strong online identity.
● Rebranding Services: Offering rebranding services for businesses looking to refresh or completely overhaul their brand identity.
● Brand Launch and Promotion Strategy: Assisting in the launch of the new brand or rebrand, including planning and executing marketing campaigns to introduce the brand to the market.
Working Hours and Holiday Observance
1. Working Hours and Holiday Observance
The Service Provider will offer services within a flexible schedule, tailored according to the nature of each project and the requirements of the Beneficiary Party. A mutually agreeable working schedule will be established with each Beneficiary Party to ensure optimal outcomes while maintaining efficiency and effectiveness.
The Service Provider is committed to providing services with flexibility and responsiveness to the changing needs of the Beneficiary Party. In cases of necessity, the Service Provider reserves the right to evaluate and refuse any changes that may negatively impact the quality of the services provided or exceed the scope of the agreement. In such cases, the Service Provider is exempted from liability for any negative results arising from the non-implementation of these changes.
Additionally, the Service Provider observes all official holidays recognized in the Kingdom of Bahrain. During these holidays, services provided may be adjusted or suspended in accordance with national practices. The Beneficiary Party is expected to respect these holidays and refrain from initiating contact or requesting services during these periods.
In the event of emergency leaves or exceptional circumstances, the Service Provider may suspend or modify services. The Beneficiary Party is expected to respect these situations and refrain from requesting services during such times.
This clause is designed to be comprehensive and flexible, reflecting a commitment to high-quality service while accommodating changing work conditions and official holidays.
Strategy Development and Marketing Plan Management
1. Strategy Development and Marketing Plan Management:
4.1. Establishing Marketing Strategy: At the commencement of the Agreement term, the Service Provider will develop a comprehensive marketing strategy. This strategy will serve as the foundation for the monthly marketing plans throughout the year, outlining key performance indicators (KPIs) targeted for improvement, with specific numerical goals and anticipated improvement levels for each month.
4.2. Monthly Marketing Plans: Each month, the Service Provider’s team of marketing experts will create a marketing plan aimed at achieving these goals. This plan will determine which of the services listed in the Agreement will be executed. The Beneficiary Party’s consent to this Agreement constitutes implicit approval of all marketing plans and the discretion of the Service Provider’s team to select, modify, or exclude specific services as required.
● The Beneficiary Party acknowledges that not all services listed in the Agreement may be utilized each month, as their inclusion in the marketing plan is at the discretion of the Service Provider’s experts.
● Services will only be executed if they are included in the monthly plan or if the marketing experts deem them necessary and suitable for the Beneficiary Party’s business needs.
4.3. Execution, Monitoring, and Analysis: The Service Provider will execute, monitor, and analyze the services included in the marketing plans. Performance optimization may lead to changes in the plan, including the modification or discontinuation of certain services.
The Service Provider will continually adapt strategies, tactics, and content to improve and achieve the established goals.
4.4. Beneficiary Party’s Obligations and Restrictions: The Beneficiary Party agrees not to request specific services that are not included in the monthly marketing plan crafted by the Service Provider’s experts. The Beneficiary Party shall also refrain from imposing any plans, strategies, or tactics that may conflict with the project’s marketing requirements as set by the Service Provider.
Adherence to the Service Provider’s strategic direction and expert decisions is essential for the success of the marketing efforts.
Contract Term
1. Contract Term
This Agreement is effective for a period determined based on the nature of each project and the requirements of the Beneficiary Party. It may be renewed or amended by mutual agreement of both parties, taking into account market changes and evolving needs of the Beneficiary Party.
Fees and Payment Schedule
The fees are determined based on the nature of each project and the services provided, as well as the number of daily, weekly, or monthly hours required to execute these services. Payments are to be made in installments, as mutually agreed upon by both parties, reflecting the volume and scope of services provided. In the event of any delay in payment by the Beneficiary Party, a late payment fee may be imposed as per the terms agreed between the parties.
Indemnification
The Beneficiary Party acknowledges that the Service Provider is solely responsible for providing the services as stipulated in this Agreement. Therefore, the Beneficiary Party agrees to indemnify and hold harmless the Service Provider, including its employees and management, from all claims, damages, expenses, and losses arising from their use of the services provided under this Agreement, including claims related to intellectual property rights infringement.
Confidentiality
The Beneficiary Party acknowledges that the Service Provider may access confidential information and materials related to its business, including customer lists, marketing plans, financial data, and trade secrets (“Confidential Information”). The Service Provider commits to exerting utmost efforts to maintain the confidentiality of this information, disclosing it only in legally necessary cases. The Service Provider agrees to use the Confidential Information solely for the purpose of performing the services specified in this Agreement and shall not bear responsibility for any damages or losses resulting from the Beneficiary Party’s use of the Confidential Information.
Non-Solicitation
The Beneficiary Party commits not to solicit or attempt to solicit any of the Service Provider’s clients or customers during the term of this Agreement and for a specified period following its termination. The Beneficiary Party acknowledges that such actions would be considered a violation of the terms of this Agreement and contrary to business ethics
Intellectual Property
The Beneficiary Party acknowledges that all intellectual property rights arising from the works produced or services provided under this Agreement belong to the Service Provider or a third party agreed upon by the Service Provider. The Beneficiary Party is not permitted to reuse or distribute these works or marketing materials produced without prior written consent from the Service Provider. The Service Provider acknowledges that it bears no responsibility for any damages or losses that may result from the Beneficiary Party’s or any third party’s use or distribution of these works.
Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws in force in the Kingdom of Bahrain. Any dispute arising out of or in connection with this Agreement shall fall under the exclusive jurisdiction of the courts of the Kingdom of Bahrain, unless otherwise mutually agreed upon in writing by the parties.
Termination
Either party may terminate this Agreement by providing written notice to the other party at least 30 days prior to the intended termination date. Upon termination, the Beneficiary Party is required to pay for all services rendered up to the date of termination, including any expenses incurred by the Service Provider. If the termination request is initiated by the Beneficiary Party, they shall bear the responsibility for paying the full amount of the contract, as well as any other related termination expenses.
Contract Renewal
This Agreement may be renewed by mutual consent of the parties for a specified period, subject to the same terms and conditions as outlined in this Agreement or any agreed-upon amendments. The renewal should be confirmed in writing by both parties at least 30 days prior to the expiration of the current term.
Service Request and Approval Process
1. Service Request and Approval Process:
14.1. All service requests by the Beneficiary Party must be communicated through the designated channels as per the agreement. The Service Provider’s team of experts and consultants will evaluate each request to ensure alignment with the realistic marketing objectives and the overall strategy.
14.2. The Service Provider reserves the right to propose adjustments or alternatives to the requested services, taking into consideration the practicality and the impact on the team’s workload.
14.3. Technical Support: Providing direct technical support via Whatsapp, Zoom and email.
Fair Use Policy
1. Fair Use Policy:
15.1. The Beneficiary Party acknowledges the Fair Use Policy, which is designed to prevent overburdening of the Service Provider’s resources. Under this policy, the Beneficiary Party agrees to utilize the services in a manner that is considerate of the Service Provider’s capacity and other commitments.
15.2. In scenarios where the Beneficiary Party’s requests exceed the scope of standard service provision, as defined in this Agreement, the Service Provider shall have the discretion to decline such requests or propose an amended plan with additional costs.
15.3. Service Provision Limitations: The services provided by the Service Provider will be governed by the marketing and time plans developed by the Service Provider’s team of marketing experts. The Beneficiary Party’s agreement to this Master Agreement constitutes implicit consent to all marketing plans and strategies that will be written and executed by the Service Provider throughout the duration of this Agreement. The Beneficiary Party acknowledges that these plans are crafted to achieve the best possible outcomes based on the Service Provider’s expertise and understanding of the market. In the absence of a Fair Usage Policy page on the Service Provider’s official website, the Service Provider will ensure that the services are delivered within reasonable operational limits and in accordance with industry best practices to avoid overburdening resources.
Collaborative Planning and Strategy Development
1. Collaborative Planning and Strategy Development:
16.1. Planning Process: The Service Provider will proactively collaborate with the Beneficiary Party each month to develop a comprehensive plan for the upcoming services. This plan will be based on the Beneficiary Party’s goals and the Service Provider’s expert assessment of what is achievable within the designated time and resources.
16.2. Monthly Performance Reports: While the Service Provider endeavors to provide monthly reports on the performance of digital marketing and advertising campaigns, websites, and applications, the creation of detailed reports is subject to varying workloads and operational pressures. Therefore:
● The Service Provider will make reasonable efforts to compile and share these reports as operational capacity allows.
● The primary focus will remain on the execution of campaigns and other tasks.
● The provision of these reports is not guaranteed and is subject to the discretion and availability of the Service Provider’s resources.
Beneficiary Party's Responsibilities and Service Provider's Limitations
1. Beneficiary Party’s Responsibilities and Service Provider’s Limitations:
17.1. Beneficiary Party’s Requests:
The Service Provider aims to accommodate the Beneficiary Party’s requests within reasonable bounds. However, the Beneficiary Party acknowledges that not all requests can be fulfilled, especially if they impose excessive demand on the Service Provider’s team or deviate significantly from the agreed strategy.
17.2. Provision of Content and Data:
● The Beneficiary Party is responsible for providing all necessary content, tools, accounts, passwords, and other information required for the comprehensive execution of digital marketing services. These services include, but are not limited to, social media management, website management, design creation, video and motion graphics production, technical troubleshooting, SEO, and other digital marketing and web development projects.
● In case of any delay by the Beneficiary Party in providing these requirements, the Service Provider shall not be held responsible for any resulting delay in the execution of these services.
● Should there be a delay from the Beneficiary Party’s side, the Service Provider may extend the timeline for service delivery by a duration equivalent to the delay caused by the Beneficiary Party. This is to ensure that the quality and scope of the services are not compromised due to the delay in receiving the necessary inputs from the Beneficiary Party.
17.3. Compliance with Policies:
The Beneficiary Party shall not request services that violate the policies of marketing platforms, social media platforms, search engines, websites, and laws and regulations in force in the Kingdom of Bahrain.
Flexibility and Discretion in Service Provision
1. Flexibility and Discretion in Service Provision:
18.1. Accommodation of Additional Service Requests:
● The Service Provider reserves the right, at its sole discretion, to consider and, where feasible, accommodate additional service requests by the Beneficiary Party. Such consideration will be subject to the availability of resources and personnel and shall be executed without compromising the quality and standards of the services provided.
● It is expressly understood that any accommodation of such requests by the Service Provider does not constitute a waiver or amendment of the terms and conditions of this Agreement unless expressly agreed upon in writing by both parties.
18.2. Modification of Plans and Strategies:
● The Service Provider is hereby granted the authority to modify, revise, or enhance not only the advertising and time plans but also the overarching marketing strategy, content creation, and methodological approach to the scope of work. Such modifications will be aimed at achieving the Beneficiary Party’s desired outcomes within the realms of digital marketing and web development services.
● The adjustments may encompass, but are not limited to, alterations in marketing strategies, campaign methodologies, content generation processes, and operational workflows. These adjustments will be determined and implemented at the discretion of the Service Provider’s team, based on their expert assessment and industry best practices.
● The Beneficiary Party’s execution of this Master Agreement shall constitute their preemptive approval of such modifications and revisions. The Service Provider commits to ensuring that all changes made under this provision are aligned with the agreed-upon objectives and goals, endeavoring to optimize deliverables and outcomes while leveraging their professional expertise and market insights.
Limitation of Liability and External Factors
1. Limitation of Liability and External Factors:
19.1. The Service Provider endeavors to achieve the Beneficiary Party’s marketing goals to the best of its ability. However, the Beneficiary Party acknowledges that a wide range of external factors, beyond the control of the Service Provider, can influence the outcomes of the marketing efforts. These factors may include, but are not limited to, market trends, economic conditions, changes in consumer behavior, technological disruptions, and competitors’ actions.
19.2. In light of these external factors, the Service Provider shall not be held liable for failing to achieve specific marketing objectives or for any lack of desired results. The Service Provider commits to applying its expertise and resources diligently but cannot guarantee specific outcomes or quantitative results.
19.3. The Service Provider will maintain transparent communication with the Beneficiary Party regarding any challenges or obstacles encountered during the execution of the marketing strategy and will make reasonable efforts to adapt and respond to changing conditions.
19.4. This clause is intended to recognize the complexity and unpredictability of marketing activities and to establish a fair understanding between the Beneficiary Party and the Service Provider regarding responsibility for outcomes.
Service Provider's Liability Exemption
The Beneficiary Party acknowledges that the Service Provider will not be held responsible for any damages or losses that may arise from the Service Provider’s business activities, both during the term of this Agreement and after its conclusion. The Beneficiary Party understands and agrees that the Service Provider operates with good intentions and within the bounds of acceptable business practices.
Entire Agreement
The Service Provider reserves the right to modify the terms of this Agreement at any time without prior notice. The continued use of services by the Beneficiary Party following any amendments shall constitute implicit acceptance of the applied changes.