Terms & Conditions of MTG & GRG
Period: This Agreement’s term will start and expire on the dates specified in your written contract.
All marketing shall be bought at the prices and under the conditions outlined in this yearly contract.
The agency may occasionally raise the prices mentioned on any rate cards, alter the availability of products and services, or alter the conditions of its advertising. Any pricing increases, revisions to new products or services, or changes to the terms that may have an impact on this agreement shall be communicated to the advertiser by the agency in writing 30 days before they take effect. The Owner may end this Agreement’s remaining term as of the day the new rates, modifications, or changes take effect if the costs are raised, the goods or services are changed, or the terms are altered. If the Advertiser chooses to terminate the balance of the term of this Agreement due to increases, modifications, or changes, the company shall give the Agency written notice of such termination not less than ten (10) days prior to the occurrence of the changes. Brand agrees to be bound by the new rates if such written notice is not given. Modifications to the terms of the products/services will be included into this Agreement and will take effect on the date specified in the Agency’s notice.
Payment is expected from the client within thirty (30) days of the day the agency issues the invoices. Payment will not be delayed past the due date for failure to obtain final approval from the advertiser for website designs, social media page construction, digital creatives, or coop reimbursement on digital commercials. Any late payment will be subject to interest charges at a rate of 10% annually. The Client undertakes to reimburse the Agency for all costs incurred by it in recovering any payments payable under this Agreement, including costs of collection, court costs, and attorneys’ fees, in addition to the amount owed for unpaid advertising and any applicable interest or late charges.
Upon notice to the Client, the Agency may reject a marketing order and/or immediately cancel this Agreement for any of the following reasons: (a) if the Business makes an assignment for the benefit of creditors, (b) if the Advertiser fails to pay when due or otherwise violates any of the terms of this Agreement, (c) if the Advertiser files a petition in bankruptcy or for restructuring under the bankruptcy or insolvency laws, (d) if the brand stops operating or is likely to stop operating; (e) in the agency’s assessment, the advertiser’s credit is or may be harmed. In the event that this Agreement is terminated for any of the aforementioned reasons, Advertiser will still be responsible for any outstanding debts on any purchases made, whether billed or unbilled, and Agency will issue an invoice to Advertiser, which Advertiser agrees to pay in a timely manner.
With respect to claims, suits, damages, costs, and expenses of any kind, including legal fees and court costs, for which the Agency may be liable due to its distribution or publication of the Advertiser’s promotions or advertising, including but not limited to claims or suits alleging libel, privacy invasion, unfair competition, and the like, the Brand and/or the marketing firm signatory to this Agreement agrees to hold the Agency harmless and indemnify the Agency from all such claims, suits, damages, costs, and expenses
If there are typographical problems, inaccurate ad placements, under delivery, omissions, or errors in marketing, social media, or website content delivered by the Agency, the Client may not assert a breach, terminate, or cancel this Agreement. Unless the error was caused by the advertiser’s mistake or omission, or after the advertisement, website, or social media content had been set and proofed or otherwise confirmed, the agency agrees to correct any portion of the advertising, website, or social media content that may have been rendered useless by such typographical errors, incorrect ad placements, under deliveries, or omission of copy within two business days of notification by the advertiser. Any loss or damage sustained by the Client as a consequence of a typographical error, wrong ad placement, incomplete delivery, omission, or mistake relating to the Agency’s goods and services will not be covered by the Agency’s liability. In accordance with section 6 of this agreement, the company is permitted to ask for a credit or make good.
Credits and Deliverables
The client may ask for a credit or make amends when there are typographical errors, wrong ad placements, under delivery, omissions, or errors in advertising, social media, or website content. Credits): The advertising, social media, or website content must go online within two business days of the request for a credit or any claim for adjustment due to inaccuracies. After the advertiser has approved any advertising, social media, or website content, if the advertiser notifies the agency of errors or omissions, no credit will be given and the customer will be held entirely responsible. Credits for content-related mistakes on websites and social media are limited to 20% of the advertiser’s cost for the good or service, as stated on the rate card. Credit for branding errors cannot exceed 100% of the advertiser’s cost for the good or service affected by the error, per the rate card. Prior to a decision being made, the Brand may take only the amount in question from the charge and pay the remaining balance if there are any questions or contradictions over a credit. Make Goods): For ad placements, the advertiser may ask for a “make good” instead of a credit. The Agency will rerun any ads that were served improperly, were under-delivered, or had wrong content, and as part of this repair, the Client will get 20 percent additional impressions at no extra cost. The number of impressions used to calculate the make good will be based solely on the total number of impressions that served incorrectly and not the entire number of impressions that were contracted.
Advertising Agencies
An advertising agency who places advertisements and receives statements for its customer is acting as an agent for the Brand. The Brand remains responsible for payment of account balances, signing of contracts and for all other liabilities. Advertiser is deemed to have received refund payments, notices, and other documents when received by its agent. Refund payments, notices, and other documents are considered to have been received by the brand when they are received by its agent. Recognized advertising agencies that agree to take on financial liability for any advertising placed by the advertising agency are offered agency commission, if any. All fees and modifications under this Agreement shall be subject to any commission paid by the Advertising Agency. If the Advertiser employs an agency, both the Advertiser and the agency acknowledge that they will share responsibility for any payments or sums due to the Publisher under the terms of this Agreement as well as for any violations of those terms.
All advertising content that reflects the agency’s creative work and/or makes use of its illustrations, labor, compositions, or materials is and will always be its property, including all copyright rights therein. Client acknowledges and accepts that it cannot permit photographic or other reproductions of any such advertising copy, in whole or in part, for use in any other advertising medium without paying the Agency for creative services. Once content has obtained final clearance to go live and complete payment has been received, it is deemed to be the Brand’s property and may be used, shared, and reproduced by the Brand. The Client will undertake and pay any applicable federal, state, or local taxes that may be levied with respect to the printing, publication, or distribution of advertising materials as well as the sale of advertising or goods and services created by the Agency.
Commercial Content
To comply with industry standards, the Agency reserves the right to edit, modify, omit, reject, or cancel any of the Advertiser’s digital marketing products or services at any time. Unless a specific placement is purchased by the Client, all digital advertising placements are at the Agency’s discretion. It will not be grounds for a modification, refund, make-good, termination, or cancellation of this Agreement if placement requests are not met. For more on Credits and Make Goods, see Section 6 of this Agreement.
Justifiable delays
The Agency will not be held responsible for any damages resulting from a delay or failure to deliver due to events outside of its control, such as but not limited to: fire, strike, work stoppage or other labor interruption; freight embargo; terrorism; sabotage; war; civil unrest; governmental action; rules or regulations; failure of machinery, equipment, or information systems; failure of suppliers and digital partners; the elements; flooding; power outages or interruptions; or acts of third parties. The Agency’s incapacity or failure to deliver on its obligations won’t amount to a violation of this Agreement. During such a delay or failure to perform, the Agency’s performance of its responsibilities under this Agreement will be stopped. However, if the suspension continues for more than thirty (30) days, the Advertiser may end this Agreement.
Zero Waiver
A waiver or loss of the Agency’s right to demand future performance of these terms and conditions or to exercise its rights in the future will not result from the Agency’s failure to insist on the performance by the Advertiser of any term or condition of this Agreement or from the Agency’s failure to exercise any of the Agency’s rights under this Agreement on one or more occasions.
