DIGITAL MARKETING SERVICES BY REDOCEAN
Please read these terms and conditions which business firms are obliged to follow while taking the services of RedOcean for digital marketing.
Basic meanings of terms used in TERMS and CONDITIONS
Below is a list of terms along their specific definitions which have been frequently used in explaining Terms and Conditions. Understanding these terms will help your understand Terms and Conditions easily.
- ‘Business Day’ means a day other than Saturday and Sunday or public holidays.
- ‘Contract’ means the contract between RedOcean and the Client for the supply of Services governed by these Terms and the Order.
- ‘Client’ means the individual or business entity who purchases Services from the RedOcean and whose details are set out in the Order.
- ‘Force Majeure Event’ means an event beyond the reasonable control of either party, including but not limited to strikes, lock-outs or other industrial disputes, failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
- ‘Company’ means RedOcean. It is a Private Limited Company incorporated under the Companies Ordinance, 1984 and has its office registered at the following address: House No: 36-A, Aurangzeb Block, Garden Town, Lahore.
- ‘Intellectual Property Rights’ means all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
- ‘Order’ means the order placed by the Client through counter-signing the RedOcean Quotation form.
- ‘Order Form’ means a Quotation form counter-signed by the Client which together with these terms and conditions shall form a binding contract.
- ‘Quotation’ means the written quotation prepared by the RedOcean which contains its proposals for providing Services to the Clients.
- ‘Services’ means the services RedOcean will provide to the Client as specified in the Order.
- ‘Specification’ means the description or specification of the Services in the Order.
- ‘Terms’ means these terms and conditions as updated from time to time by the Company.
- ‘VAT’ means value added tax chargeable under Pakistan’s law for the time being and any similar additional tax.
- ‘White Label Work’ means Services provided by the RedOcean to a Client who rebrands these services as their own for the benefit of their client.
TERMS AND CONDITIONS
- These Terms shall apply to all agreements concluded between RedOcean and the Client to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
- These Terms and the Order may only be varied by expressed written agreement between the RedOcean and the Client.
TERMS ABOUT FORCE MAJEURE
- Neither party shall be held liable for a Force Majeure Event.
- If a party believes that a Force Majeure Event has occurred, such party shall immediately inform the other party of the start and end of the Force Majeure Event.
- Notwithstanding the other provisions of the present Terms, each party shall be entitled to terminate the Contract without liability to the other by written notice to the other party in the event that the performance of the Contract is impeded for more than 6 months due to a Force Majeure Event.
General overview of the Contract between RedOcean and Client
- The Order constitutes an offer by the Client to purchase the Services in accordance with these Terms. The Client shall ensure that the terms of the Order and any relevant Specification are complete and accurate.
- The Order shall only be deemed to be accepted when the RedOcean issues a written acceptance of the Order, or when RedOcean has started to provide the Services having received the Order, whichever happens first, at which point the Contract shall come into existence.
- The Contract constitutes the entire agreement between RedOcean to provide the Services to the Client and for the Client to purchase those Services, in accordance with these Terms.
- The Client acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of RedOcean which is not set out in the Contract. Any samples, drawings, descriptive matter, or advertising issued by RedOcean and any descriptions or illustrations contained in the RedOceas’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or any other contract between RedOcean and the Client for the supply of Services.
- A Quotation for the supply of Services given by RedOcean shall not constitute an offer. A Quotation shall only be valid for a period of 14 Business Days from its date of issue.
- For any White Label Work the Client understands and agrees that RedOcean has no contractual relationship and therefore no liability in respect of the ultimate client with whom the Client agrees to perform the White Label Work for.
RedOcean’s OBLIGATIONS AND WARRANTIES
- RedOcean warrants that it will provide the Services as stipulated in the Order using reasonable care and skill to conform in all material respects with the Specification.
- RedOcean shall use all reasonable endeavours to meet any performance dates specified in the Order but any such dates shall be estimates only and time shall not be of the essence for the provision of the Services. The Company shall not be liable for any delay in delivery of the Services caused by a Force Majeure event or the Client’s failure to provide the Company with adequate delivery instructions or any other instructions relevant to the supply of the Services.
- RedOcean shall have the right to make any changes to the Services which are necessary to comply with any applicable law.
CLIENT’S Obligations and Indemnities
- The Client shall provide assistance and technical information to RedOcean as reasonably required by the Company in sufficient time to facilitate the execution of an Order in accordance with any estimated delivery dates or milestones. The Client shall have sole responsibility for ensuring the accuracy of all information provided to the Company and warrants and undertakes to the Company that the Client’s employees assisting in the execution of an Order have the necessary skills and authority.
- The Client shall be obliged as quickly as possible and within the agreed deadline to comment on and or approve materials provided under the Services, including (without limitation) advertising copy, search terms and graphic material submitted by RedOcean. In addition, the Client shall be obliged as quickly as possible and within the agreed deadline to implement changes on websites, in IT systems or where it may otherwise be required by the Company.
- The Client shall be obliged to inform RedOcean immediately of changes of domain names, websites, technical setup and any other material information regarding the technical infrastructure which may affect the Services delivered by the Company.
- In the event that the Client fails to undertake those acts or provide those materials required under the above clause within any agreed deadline (and at least within 15 Business Days of the date requested by the Company) the Company shall be entitled to invoice for the Services that it has supplied and the remaining Services specified in the Order whether or not the Company has been able to deliver them.
- The Client shall indemnify and keep RedOcean indemnified fully against all liabilities, costs and expenses whatsoever and howsoever incurred by the Company in respect of any third parties as a result of the provision of the Services in accordance with the Order, Specification, or the content of the Client’s advertising or web pages which result in claims or proceedings against the Company for infringement of any Intellectual Property Rights or other proprietary rights of third parties, or for breach of confidentiality or contract or for defamation.
- The Client undertakes to comply with all applicable rules, regulations, codes of practice and laws relating to its use of the Services.
- As standard across the Services and unless otherwise notified, the Client shall be exclusively responsible for implementing the optimisation changes recommended by RedOcean. As notified by the Company, in certain cases for amendments to existing optimisations, the Client shall allow the Company use of the site’s FTP or content management system’s username and password in order to gain access to add in keywords.
- RedOcean requires that prior notice be given for any alterations relating to the Client’s website(s) that may affect the services supplied by the Company. If alterations are made by the Client or a third party to the Client’s site(s) search engine placements may be affected and the Company cannot be held responsible.
- RedOcean advises that regular, fresh content added to the site will help to improve the stability of rankings within search engines and the Client understands that regular, unique content plays an important part in the success of a website and failure to add unique content will lessen the impact of SEO services.
- In respect of all White Label Work the Client shall indemnify RedOcean against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses) suffered or incurred by the Company arising out of or in connection with the contract between the Client and their client for the White Label Work.
TERMS WITH RESPECT TO PAYMENT
- Unless otherwise expressly stated, all prices shall be in Dollars and shall be exclusive of VAT and other duties. In the event that duties are introduced or changed after the conclusion of an Order,RedOcean shall be entitled to adjust the agreed prices accordingly.
- The Client acknowledges that certain Services may involve the licensing of third party Intellectual Property Rights and that the Client may be required to enter into a licence directly with such third party. Unless otherwise expressly stated, all prices shall be exclusive of costs for the acquisition of Intellectual Property Rights for materials to be included in marketing materials, including if relevant (but without limitation) pictures and licences from third party owners and licensors.
- The price stated in the Order shall be an estimate based on a qualified estimate of the number of hours required to provide the Services. This is an estimate only and Services shall be invoiced in accordance with the actual number of hours spent in accordance with the price set out in the Order or Quotation and in the event that the price is not so stipulated, the Client shall be charged at the hourly rate specified in the Company’s then current price list. RedOcean shall be obliged to update the estimate and budgets on an ongoing basis following, among other things, changes made to an Order.
- Whilst every effort is made to ensure that costing estimates are accurate, RedOcean reserves the right to amend any estimate, should an error or omission have been made.
- RedOcean shall invoice the Client monthly either in advance or following Services delivered. Before the Company carries out any work, Clients are usually asked to provide a non-refundable fees deposit. This deposit is like a rent deposit. It is kept securely and will be offset against the Client’s last invoice(s) when the work detailed in an Order has been completed. Also, if the Client does not pay a monthly invoice when it is due, the Company shall use the deposit to pay the invoice and will not do any further work until the deposit is replaced.
- The Client shall pay each invoice submitted by RedOcean within 14 Business Days of the date of the invoice.
- The Client shall pay all amounts due under the Contract in full without any deduction or withholding except as per the terms decided in the contract and the Client shall not be entitled to assert any credit, set-off or counterclaim against RedOcean in order to justify withholding payment of any such amount in whole or in part. RedOcean may, without limiting its other rights or remedies, set off any amount owing to it by the Client against any amount payable by the Company to the Client.
- Late payment shall be considered as constituting a material breach of the Contract entitling RedOcean (at its discretion) to cancel the Contract or to affirm the Contract and assert the usual remedies for breach.
- In the event that the Services cannot be delivered either in full or in part due to the Client’s failure to assist or delay in assisting in the execution of the Order, RedOcean shall be entitled to charge to the Client an estimated amount, corresponding to the amount that would have been due had the Services been rendered in accordance with the Order. RedOcean shall be entitled to payment on the basis of the Company’s price list applicable from time to time for any additional work required because of the Client’s failure to assist or delay in assisting.
- If the Client subsequently requires RedOcean to complete the work within a shorter time frame than specified in the Order, the Company reserves the right to charge additional money to prioritise such projects ahead of pre-planned work.
TERM VIS-A-VIS DELAYS AND COMPLAINTS
- In the event that the Client proves that the Services are delayed or not in accordance with the Contract, RedOcean shall be obliged to remedy or redeliver, at its own discretion, without undue delay. In the event that the Services continue to be not in accordance with the Contract after reasonable attempts have been made to remedy this, the Client shall be entitled to cancel the Order.
- Complaints concerning delays or breach of Contract shall be submitted immediately after the time when the Client became or should have become aware of the matter. If the Client fails to bring the defect (unless by its very nature it is impossible to ascertain within such a period) to the attention of RedOcean within 48 hours, the Client shall be deemed to have accepted the Services and shall not be entitled to assert remedies based on delays or breach of Contract.
- The Client hereby acknowledges that certain Services rely upon goods and services are being provided by third parties (‘Third Party Services’). The Client acknowledges that the Third Party Services will be governed by third parties’ terms and conditions and that RedOcean cannot provide any warranties in respect of the Third Party’s Services and will not be liable to the Client for any delays and/or failings in respect of the same. Providers of Third Party Services may provide their own warranties to the Client and the Client must satisfy itself whether or not such warranties (where given) are acceptable for the Client’s business purposes or risk management policies.
- RedOcean’s only responsibility in respect of the Third Party Services is to take reasonable care and skill when selecting the providers of the same.
- The Client’s exclusive remedy for late delivery or Services not conforming to the Contract is limited to cancellation of the Contract and the Company’s sole liability is to refund any payments for Services not conforming to the Contract.