Last Updated 22/05/2017
These Service Terms and Conditions (hereinafter the “Terms and Conditions ”) are referred upon the Insertion Order of PRIMAL CO., LTD. (hereinafter the “Company”) with its Client to use the Company’s services for the client’s Website (hereinafter the “Service”).
By accepting the Company’s Insertion Order, the Client acknowledges and accepts all terms and conditions set forth herein.
1.1 In this Agreement, the words and expressions set out below shall have the following meanings attributed to them:
“Agreement” means this Agreement including the Appendixes hereto,
“THB” means Thai Baht, the lawful currency of Thailand,
“Campaign Start Date” means the official start date of the campaign and the start date for the invoicing or billing cycle.
“Confidential Information” means all proprietary information, including trademarks service marks, of the parties or its Affiliates or parent company, and including but not limited to:
“PPC” means services for the purpose of delivering visitors to websites through advertising platforms including, but not limited to Google AdWords, Google DoubleClick or Bing Ads.
“Blog” means the services for the purpose of producing blog content to be posted on the Website or to be used for outreach activities.
“Design and Development” means the services of designing or developing web based content which can include websites, applications, software and graphics based work.
“Social Media” means the services of creating, scheduling, managing and posting content via social platforms including, but not limited to Facebook, Instagram and YouTube.
“Key Phrases” means the mutually agreed target search phrases by the parties for which the Services apply being the Key Phrases as detailed within the Insertion Order.
“KPIs” or (“Key Performance Indicators”) means the mutually agreed goals set for the Services provided as outlined in the Insertion Order.
“Term” means the time-frame of the campaign from the Agreement Date outlined in the Insertion Order also referred to as the (“Minimum Term”).
“Fee” means the fee payable by the Client to the Company during the Term of this Agreement.
“Minimum Term” means the specific period which shall be specified in the Insertion Order.
“Outstanding Fee” means the Fee to be paid by the Client to the Company as a result of early termination during the Minimum Term.
“Party” means the reference to the Company or the Client individually from time to time.
“Parties” means the reference to the Company and the Client collectively.
“Insertion Order” means the Insertion Order form completed and signed by the Client; this Insertion Order may refer to supporting documentation providing detail and scope for the service setting out the Client, Client Address, Client Website, Client Primary Contact, Client Billing Contact, Services, Minimum Term, Fee, Media Buy, KPIs and Credit Period.
“Search Engines” means the Search Engines as detailed within the Insertion Order.
“Search Engine Optimisation” means service to edit elements of the Website and references to the Website from other websites for the purpose of having the Website found and listed by Search Engines for the Key Phrases in searches and attempting to improve the ranking of the Website in the Search Engines when the Key Phrases are searched (hereinafter the “SEO”).
“Service or Services” means the provision of the service(s) as detailed within the Insertion Order.
“Website” means the location defined by the unique resource locator (“URL”) being targeted by the campaign being the Website, as detailed within the Insertion Order.
All terms not otherwise defined herein shall have the same meanings as defined in the Agreement.
1.2 Unless a contrary intention appears, or the context otherwise requires:
The Company shall communicate to the Client the Insertion Order via email. The Client shall acknowledge and accept the Insertion Order by signing and, in doing so, shall enter into this Agreement and provide to the Company a hard-copy, via facsimile or email prior to the commencement of the campaign. The Services outlined in the Insertion Order shall commence on the Campaign Start Date.
3.1 The Client acknowledges and agrees that the Fee is calculated on the basis of the Services being provided over the Minimum Term and that a disproportionate amount of work is required to be undertaken by the Company for the Client in the provision of the Services during the early part of the Minimum Term.
3.2 The Client acknowledges that the timing of the labor and assets shall be deployed by the Company to provide the Services and shall occur in the best interests of the Services without direct correlation to the value accrued by the instalment payments of the Fee. Typically, more value shall be delivered in the early stages of the campaign than has been accrued and the Company shall incur substantial loss in the event the Client terminates the Agreement without reasonable cause during the Minimum Term. Such loss is quantified to be the balance of the Outstanding Fee which shall be at least equal to fee of the remaining months of the Minimum Term.
3.3 The Client acknowledges and accepts that during the Term, the performance and success of its Services is dependent on the operators of Search Engines who may at any time changed the Search Engines’ processes, procedures and software, which may consequently impact the results obtained by the Company in provision of Services.
3.4 The Client consents to and authorizes the Company to include the Client’s information into a database compiled by the Company for the use in direct marketing by the Company. If the Client does not wish to receive marketing material from the Company, the Client shall contact the Company for an opt-out. All emails and newsletters from the Company shall allow the Client to opt-out of further mailings.
3.5 The Client acknowledges and accepts that in the event that the Client fails to pay any amount due under this Agreement by the due date, the Company shall be eligible to charge for default interest at the rate of fifteen percent (15%) per annum on the amount unpaid until full payment is made or the legal maximum whichever is less. In the event that the Client fails to pay any amount due by 30 or more days, the Company may suspend or terminate any services and/or the Insertion Order with the Client.
3.6 The Client acknowledges and authorises the Company to use the Client’s logo and results from the services provided to the Client by the Company into the Company’s marketing collateral for external use. The Client agrees that this usage of the client’s logo and results from the services shall not be considered as a breach of confidentiality or a breach of non-disclosure agreement whatever that it is an existing agreement or that the company may be entered in future.
3.7 The Client acknowledges and agrees with the nominal time frames indicated in the Design and Development Process offered as a nominal expectation for each function under normal circumstances. As often as possible the Company shall complete the work within the time frames suggested as workloads. Other factors, such as the amount of content the Company is responsible for uploading and the degree of customization required to facilitate interactive features or eCommerce solutions, may vary.
3.8 The Client acknowledges that no refund or compensation shall be payable by the Company to the Client in case the services are delayed, except in case of the Company’s fault or if the Client decides to terminate this Agreement when such decision arises because the Company is in breach with this Agreement,
3.9 The Client acknowledges that it shall assume sole responsibility for ensuring that the development projects functionality meets its requirements before signing the Insertion Order
3.10 The Client acknowledges that unless the Insertion Order explicitly states otherwise, the Client bears all costs for modification to the development project in the event that the Client discovers, subsequent to signing the Insertion Order that the Software functionality does not meet its requirements.
3.11 The Client acknowledges that no Software or Internet service can be guaranteed to be 100% reliable. The Company shall not be liable for any loss caused from the use of (or inability to use) the Service, due to faults in the Software or underlying software, hardware, networks or any other cause of failure of Software or Internet.
3.12 The Client acknowledges that the Company does not warrant any Software that has been altered or changed in any way by anyone other than the Company. The Company is not responsible for problems associated with or caused by incompatible operating systems or equipment, or for problems in the interaction of the Software with software not furnished by the Company.
4.1 Each party shall not disclose any Confidential Information received from the other party and shall take all necessary measures to ensure non-disclosure of the said Confidential Information. Moreover, the parties shall maintain strict confidentiality regarding all information, discussions, negotiations or decisions, which may be brought to its knowledge during the performance of the Service.
4.2 For the purpose of clarity, the confidentiality obligations set out herein shall not apply to information that:
5.1 The Parties covenant that they shall not at any time make any disparaging comments or disclose any information or make or publish any statement or do any other thing which may tend materially to harm or prejudice the other Party’s reputation or good name (prejudicial information), this includes both Parties not making disparaging comments or disclosing prejudicial information about the other through the use of social media, web discussion groups, websites or other similar forums.
5.2 The Parties agree to remove any prejudicial information posted online immediately upon receipt of a written request from the other Party.
5.3 The Parties agree and acknowledge that this non-disparagement provision is a material term of this Agreement and the Company would not have entered into this Agreement without the inclusion of this provision.
5.4 The Parties acknowledge and agree that a breach of this non-disparagement provision or disclosure of prejudicial information about the other Party as described above shall be a material breach of this Agreement and may cause material damage to the other Party and that damages may be inadequate compensation for such a breach of this provision and, subject to the Court’s discretion, the non-breaching Party may restrain, by an injunction or similar remedy, any conduct or threatened conduct which is or shall be a breach of this provision