General Terms and Conditions of Services
Welcome to the website <https://www.agencyarchi.com> (our “Website”) that is owned and operated by Agencyarchi (the “Company”, unless the context requires otherwise, references to “we”, “our”, “us” and other similar pronouns shall refer specifically to the Company).
Terms and Conditions
This webpage outlines the general terms and conditions (referred to as "Terms") that apply to your use of our website and services. These Terms may also be included in any written documents, such as proposals or quotations, that we send you. These documents will detail the specific services you are procuring, the fees, and any additional terms.
To fully understand the terms of our services, please read these Terms along with any proposal or quotation you receive from us. Together, these documents form the "Agreement" between us.
IMPORTANT: Please read these Terms carefully before using our services. By using our services, you agree to these Terms. If you do not agree with these Terms, please do not use our website or services.
We recommend printing a copy of these Terms for your records. Note that these Terms may change over time, and we will try to notify you of any updates.
1. Introduction
1.1 Terms
These Terms are a legally binding agreement between us and our clients and users. They set the rules for using our website and services.
1.2 Engagement
These Terms can be included in any written document (like our "Proposal") we send you. This Proposal will detail the specific services, fees, and any additional terms. By signing and accepting our Proposal, you confirm that:
You have read and understood both these Terms and the Proposal (together, the "Agreement").
You accept the Agreement (especially Section 5 on Your Obligations and Section 6 on Waiver, Liability, and Indemnity).
You agree to comply with the Agreement. If you do not agree, do not use our services.
1.3 Precedence
If there is any conflict between these Terms and the specific terms in our Proposal, the Proposal terms will take precedence.
1.4 License
We grant you a license to use our website, our digital advertising and marketing services, and any work product we create for you, as allowed under these Terms.
1.5 Changes to Terms
We may update these Terms occasionally. Please check them before using our services to ensure you understand the current Terms. We will try to notify you of changes, but you accept that it might not always be possible to get everyone's consent before updating the Terms. These changes take effect immediately upon notification unless stated otherwise.
2. Confidential Information, Copyrights, Trademarks, and Intellectual Property
2.1 Definitions
Affiliates: This refers to any person or entity that controls, is controlled by, or is under common control with another person or entity. This includes trustees and venture capital funds or investment companies linked to the person or entity, but excludes competitors.
Campaign Setup: This includes all activities needed to start your social media growth campaign, such as setting up ad accounts, tracking metrics, holding kickoff meetings, creating campaign structures, doing keyword research, and developing media strategies.
Confidential Information: This includes the terms and details of our engagement, negotiations, and any other information you receive from us during our work together. It does not include publicly available information, independently developed information, or information received from a third party without a confidentiality obligation.
Control: For a corporation, control means having more than 50% of voting rights or the power to elect more than half of the directors. For other entities, it means having the power to direct management or policies.
Intellectual Property Rights (IPR): This includes all types of intellectual property, whether registered or not, such as patents, copyrights, trademarks, trade names, logos, designs, and other similar rights. It covers rights in know-how, database rights, internet domain names, and social media usernames.
Moral Rights: These are non-economic rights of an author or creator, such as the right to be identified as the author and the right to protect their work from alterations. These rights are protected under the Copyright Act 2021 of Singapore and other relevant laws.
Representatives: This includes directors, officers, employees, agents, contractors, apprentices, and professional advisors of a party and its affiliates.
2.2 Non-Disclosure of Confidential Information
You must not disclose or share any confidential information we provide to you during and after our engagement without our prior consent, except in the following situations:
To your representatives, related companies, and affiliates who need to know the information. Ensure they understand and follow these confidentiality terms. You are responsible for any breaches by these individuals.
If required for legal proceedings related to our agreement.
If required by law or regulation.
If you are legally required to disclose confidential information, you must:
Inform us before disclosing the information.
Limit the disclosure as much as possible.
Assist us in opposing the disclosure or seeking a protective order.
You must not use or exploit the confidential information for any purpose other than fulfilling your obligations under our engagement. Any profit or gain you obtain from using this information must be given to us.
2.3 Company Background IPR
We retain sole ownership of all intellectual property rights (IPR) that existed at the time of our engagement and that we owned at that time.
2.4 Client Background IPR
You retain sole ownership of all IPR that existed at the time of our engagement and that you owned at that time. You grant us a non-exclusive, royalty-free, paid-up, worldwide license to use your IPR solely for the purpose of our engagement.
2.5 New IPR and Improvements
We will have full ownership of all new IPR and improvements developed solely by us or jointly with you during our engagement.
You waive any IPR you may have in the new IPR and improvements, including moral rights.
You will not attempt to register or claim any IPR in the new IPR and improvements.
2.6 Assignment of New IPR and Improvements
Once you have fully paid our fees and fulfilled your contractual obligations, we will transfer the IPR for the new IPR and improvements to you at the end of our engagement or at a mutually agreed time. This is only applicable to front end of our social media growth services such as graphics, ad copies, and such.
This does not include our brand growth tracker, our 3rd party applications provided to you, our ad accounts, and anything related to back end.
2.7 Our Moral Rights
We may include a credit line on your website acknowledging our authorship and work. If you do not want this, inform us in writing beforehand.
2.8 Our Portfolio
We may include the work we did for you in our portfolio, including any reviews or testimonials you provide. This portfolio is shared with prospective clients under confidentiality obligations. If you do not want this, inform us in writing beforehand.
3. Our Fees and Charges
3.1 Fees & Finances
By using our services or signing our Proposal, you agree to pay all the fees as stated in the Proposal or quoted to you.
As our fees have multiple tiers and is a reoccurring payment, you hereby allow the company to automatically charge you and/or remind you of your due balance. This is necessary to ensure our employees are well paid and all necessary 3rd party subscriptions are covered. Failure to do so might lead to under compensation to the company. Which might result to stopping our services immediately.
3.2 Billing Methods
We have the right to decide the billing and payment methods. Currently, you can pay by bank transfer, Wise, Paypal, or via a link we provide for credit or debit card payments.
3.3 No Set-Off
You must pay the full amount due without any deductions, except for necessary tax withholdings. If we need to make a deduction, you must increase the payment so that we receive the full amount.
3.4 Payment in Advance
Unless we agree otherwise, you must pay the fees in advance as specified in the Proposal or quoted to you.
3.5 No Refunds & Money Back
Once you make a payment, you are entitled to only get refunds if we fail to hit the target KPI within the given timeframe. Refunds does not include taxes, 3rd-party transfer fees, and ad spend which is typically 30% of the retainer fee.
3.6 Late Payments
If you pay late, an interest rate of 5.33% per month of the pending payment will be applied daily until we receive full payment.
3.7 Outstanding Payments
If you don't pay on time, we may:
Suspend our services until you pay all outstanding amounts.
Retain the Intellectual Property Rights for any work developed during our engagement.
Remove your access to our work, including branding growth tracker, designs, and developments.
3.8 Failed Payments
If a payment fails, you will be responsible for any administrative or collection fees.
3.9 Disbursements
You will pay for any costs we incur in purchasing third-party media assets (like stock photos, videos, or logos) if you don't provide enough media assets for our work.
3.10 Prepayment of Media Spend
For certain services in all of our annual package, if you prepay for media spend, you will not receive a refund for any unused portions until we finish the given timeframe. Any excess amounts will be carried forward and used in the following months.
For cross-border transactions:
We will use the exchange rate provided by Google for the media spend.
Alternatively, we will state a specific exchange rate (based on the rate currently in Google) in your invoice.
3.11 Initial Payment
If the total fees exceed $5,000, you must make a non-refundable upfront payment of 50% of the fees. The remaining amount is due upon completion of our engagement or within 30 days of the initial payment, whichever comes first.
3.12 Pricing Changes
We may change our prices, subscription packages, and administrative fees at any time at our discretion.
3.13 Additional Charges and Expenses
Additional Revisions: Any extra revisions beyond the agreed scope will be charged at $25 per hour or as agreed in writing.
Significant Changes to Services: If you request significant changes beyond the original scope, additional charges will apply. We will inform you of these charges before starting the work. Significant changes include:
Designing or creating a completely new video, audio recording, photograph, graphic design, content calendar, or strategy.
Modifying logos or graphics significantly.
Replacing more than 50% of the text or images on any page or graphic.
Creating a new navigation structure or changing the design or links in graphics.
Repair Costs: If you independently edit or update our work and it affects its functionality or performance, we may charge you $50 per hour or other agreed fees to fix these issues. We will inform you of these charges before starting the work.
Work Outside Standard Hours: Our standard working hours are 9:00 am to 6:00 pm, Monday to Friday, excluding Philippine public holidays. Work requests outside these hours will incur additional charges, which we will inform you of beforehand. These works depend on our availability and discretion.
Rush Fees: If you need us to complete the work faster than the agreed timelines, additional charges will apply. We will inform you of these charges before starting the work. This also depends on our availability and discretion.
4. Authorization and Workflow
4.1 Independent Contractor
You acknowledge and agree that our services are provided as an independent contractor. This means our relationship is not a partnership or employment relationship, and no equitable duties arise from our engagement.
The term “accounts” includes the following but not limited to: Ad accounts, Business manager accounts, Facebook accounts, Instagram accounts, Google drive accounts, Gmail accounts, Finances accounts, and so on.
We will provide specific hours on when the company will open your platform to schedule or post the creatives from the content calendar. The company is not liable to any changes done outside of these hours.
If there are changes during said hours, the company must perform an internal audit and investigation to clear itself. If such change was caused by a member with negative impact, the company must rectify the situation as soon as possible.
4.2 Authorization
You grant us the following irrevocable authorizations:
Set up and manage new accounts on any platform or channel necessary to perform the specific services you have engaged us for.
Access and manage your existing accounts on any platform or channel necessary to perform the specific services you have engaged us for.
Use your login credentials to access and manage these accounts as required for the services you have engaged us for.
4.3 Delegation
To ensure our services are delivered on time or when special expertise is required, we reserve the right to delegate certain tasks to sub-contractors at our discretion. You will not have control over our choice of sub-contractors.
4.4 Commencement
We will begin work on the services only after receiving full payment in advance, unless otherwise stated in our Proposal, written quotation, or invoice. Additionally, we require complete access to all necessary channels or platforms to perform the specific services you have engaged us for. Platforms include but not limited to Facebook Pages, Instagram Accounts, Business Manager, and so on.
5. Your Obligations
5.1 Breach
Please read and understand this section before using our services. Violating these terms, especially using threatening, abusive, or insulting behavior, can lead to immediate termination of our engagement.
5.2 Acceptable Conduct Policy
During our engagement, you agree to:
Use our services and work only for permitted purposes, following this Agreement, laws, and guidelines.
Provide us with all necessary documents, media assets, login credentials, instructions, feedback, and other information we request promptly.
Give clear instructions and reasonable timelines.
Treat our team professionally and respectfully and follow their reasonable instructions.
Stay contactable and respond to our requests promptly (within 10 working days).
Pay all fees on time.
Meet agreed timelines for providing media assets or information.
Pay additional fees if your instructions change and require extra services or work beyond the original agreement.
Act consistently with this Agreement.
5.3 Prohibited Conduct Policy
During our engagement, you must not:
Use our services or work for illegal or unauthorized purposes.
Use our services or work in violation of any laws or regulations.
Create links to our website without our written consent.
Solicit our team members to work for you or provide services to you.
Provide false, incomplete, outdated, or misleading information or documents.
Harass, alarm, or distress our team with threatening, abusive, or insulting behavior.
Make last-minute revision requests, give vague instructions, or set unreasonable timelines.
Act in any way that is inconsistent with this Agreement.
5.4 Your Warranties
You represent and warrant that:
If you are procuring our services on behalf of a company or entity, you have the legal authority to do so.
You own or are authorized to use the media assets you provide to us.
The information you provide is true, accurate, up-to-date, and not misleading.
You will comply with these Terms and the terms in our Proposal.
Engaging our services and complying with this Agreement does not breach any other agreements or legal restrictions you are bound by.
These warranties are considered to be made by you every day during our engagement.
6. Waiver and Release, Limitations of Liability, Indemnity
6.1 Definitions
Indemnified Persons: This includes us (Agency Archi), our directors, officers, employees, agents, contractors, apprentices, and professional advisors.
Loss and Losses: This refers to any losses, damages, expenses (including legal fees), claims, demands, proceedings, or liabilities.
6.2 Release of Liability
By using our services and receiving the assigned intellectual property rights, you agree to unconditionally waive, release, and hold harmless the Indemnified Persons from any and all losses. This includes any losses, present or future, known or unknown, foreseeable or unforeseeable, valid or invalid, direct or consequential, resulting from your use of our services if you breach any terms of this Agreement, including Section 5 (Your Obligations).
6.3 Discharge from Third Party Liability
You also release the Indemnified Persons from any losses caused by third parties, whether these losses are known or unknown, foreseeable or unforeseeable, valid or invalid, direct or consequential. Additionally, you agree not to sue any of the Indemnified Persons for any losses caused by the negligence of third parties.
6.4 Acknowledgements and Waivers
You acknowledge, understand, and agree that:
No Indirect or Consequential Loss
Using our services and work products is at your own risk.
We are not liable for any indirect or consequential losses (e.g., lost profits, business, or goodwill) resulting from your use of our services or work products, regardless of the circumstances.
Services Provided "As Is" and "As Available"
Our services are provided "as is" and "as available" without any warranties, express or implied.
We may suspend, withdraw, or limit our services for business or operational reasons, and we will give reasonable notice when possible.
No Express or Implied Representations
We do not make any guarantees about the value, quality, suitability, or outcomes of our services or work products.
The entire risk of using our services and work products is yours. If there are defects, you assume all risks and losses.
Inherent Risk with Electronic Communications
We rely on electronic communications (like email and WhatsApp) to communicate with you.
There are risks with electronic communications, such as security breaches or message interception, which are beyond our control.
You accept the risks of late, incomplete, inaccurate, or corrupted transmissions and any malicious elements like viruses.
Content on Website for General Information Only
The content on our website and in our communications is for general information and should not be considered professional advice.
You should get professional advice before acting on any content from us. You accept all risks and losses from relying on such content.
Our Reliance on Your Instructions
We rely on the information and instructions you provide to perform our services and deliver work products.
We are not obligated to verify the accuracy or authenticity of the information you provide. You are responsible for ensuring it is accurate and up-to-date.
You accept all risks and losses from our reliance on your information and instructions.
Third-Party Links on Our Website
Our website may contain links to third-party websites, which we do not control.
You are responsible for reading and understanding the terms and policies of these third-party sites.
You accept all risks and losses from using these third-party sites.
Your Independent Edits Beyond Our Control
If you independently edit, update, or rewrite our work products, you accept all risks and responsibility for any impact on their effectiveness, functionality, or performance.
For example, if you update your Instagram account's theme and it affects your social media growth, you bear the entire risk and responsibility.
Other Factors Beyond Our Control
The outcome of using our services and work products can be influenced by factors beyond our control, such as changes in platform algorithms, market conditions, competition, and the quality of you previous content.
Therefore, we are not liable for any losses resulting from these factors, whether they are known or unknown, foreseeable or unforeseeable, direct or consequential. Here are some examples:
Social Media Growth Services: We cannot control market conditions, platform algorithm, competition, the quality of your previous content, or your future followers and their actions. We are not responsible for any losses caused by these factors.
6.5 Maximum Liability
Our maximum liability to you for any losses related to our services is limited to the amount you paid us in the 12 months before the issue occurred.
6.6 Our Remedy
If you breach this Agreement, legal remedies may not be enough for us. We may seek other appropriate remedies in addition to legal action.
7. Termination
7.1 Unilateral Termination with Notice
Either party can terminate the engagement at any time by providing the other party with one month's written notice.
If You Terminate: You must pay us 50% of the remaining fees that would have been due if the engagement had continued. This is to cover the resources we've committed to your project.
Before Media Campaign Starts: If you terminate before we start a media campaign, you must pay us 15% of the remaining fees. This also covers our committed resources.
7.2 Immediate Termination by Us
We can terminate the agreement immediately if you breach any terms of our agreement. This includes, but is not limited to, violations of specific provisions we deem significant at our sole discretion.
Immediate Termination for Breach
We can terminate the agreement immediately if you fail to follow our conduct policies:
7.3 Acceptable Conduct Policy
You must:
Pay all our fees on time.
Stay contactable and respond to our requests.
Treat our team members professionally and respectfully.
7.4 Prohibited Conduct Policy
You must not:
Harass, alarm, or distress our team members.
Make false or exaggerated claims regarding the services you received.
If we terminate the agreement because you breach these terms, we will give you a one-week written notice. You will need to pay 50% of the remaining fees that would have been due if the engagement had continued. This payment covers the resources we have committed to your project.
7.5 Effect of Termination
When our agreement ends, either through termination or expiration, it does not affect the rights and obligations each party had before it ended. Here’s what happens:
Survival of Terms: Certain provisions, like confidentiality, warranty disclaimers, liability limitations, and intellectual property rights, will continue to apply even after the agreement ends.
Return of Confidential Information: Both parties must immediately return all confidential information and any related materials to the other party. Additionally, both parties must securely destroy or erase all such confidential information and materials.
Account Credentials: If you provided us with login credentials for any accounts (like ad or social media accounts), we will not change or keep this information and will immediately stop accessing these accounts.
7.6 No Termination for Delays Caused by You
You cannot terminate our agreement if the delay in services is due to your failure to provide timely feedback or instructions needed for us to perform our services.
8. Governing Law and Dispute Resolution
Governing Law
Our agreement with you and these terms are governed by the laws of The Philippines.
Dispute Resolution
If a dispute arises from our agreement or these terms, the following steps must be taken before starting any legal proceedings:
Notice of Dispute: The party claiming a dispute must give written notice to the other party, detailing the nature of the dispute, the desired outcome, and the required action to resolve it.
Negotiation: Within 30 days of receiving the notice, both parties must try in good faith to resolve the dispute through negotiation or other mutually agreed methods.
Mediation: If the dispute is not resolved within 30 days, it must be submitted to the National Center for Mediation (NCM) for mediation before any court action can be taken.
Either party can request mediation, and the other party must participate within 45 days.
Each party must be represented by someone with the authority to negotiate and settle the dispute.
NCM will appoint a mediator, and the mediation will take place in The Philippines in English.
Any settlement reached will be binding, and the cost of the mediator will be shared equally by both parties.
9. Miscellaneous Provisions
9.1 Severability
These terms are designed to be as broad and inclusive as allowed by Philippine law. If any part of these terms becomes invalid, illegal, or unenforceable, it can be modified to the minimum extent necessary to make it valid. This modification will not affect the rest of the terms, which will remain in full effect.
9.2 No Rights for Third Parties
These terms do not give any rights to anyone who is not a party to this agreement under the Civil Code of the Philippines, Article 1311.
9.3 No Waiver
If we delay enforcing any part of these terms, it does not mean we give up our right to do so later. If we do not immediately require you to do something you are supposed to do under these terms, it does not mean you are free from doing it, and we can still enforce it later.
10. Specific Terms for our Back End Services
10.1 Overview
In addition to the general terms in our agreement, each service has specific terms outlined in this section.
10.2 Brand Growth Tracking Services
To provide our Brand Growth Tracking Services, you agree to:
Give us access to your accounts which includes but not limited to: Instagram or Facebook accounts, Ad accounts, Business manager accounts, Google drive links and more.
Share relevant business and marketing information, including details on your target audience and goals.
Key Points:
Project Strategy and Timeline: If you require a project outside of our provided tiers, we will create a project strategy and timeline based on your specifications. You will review and approve this strategy and timeline via call, meeting, or in writing.
Data Collection and Analysis: We will collect and analyze data based on the agreed target KPIs. While we will follow your guidelines, we retain discretion to ensure the effectiveness of our analysis.
Revisions: You are entitled to a specified number of rounds of revision for the content calendarduring the project phase as agreed upon in our proposal. Any additional revisions or changes requested will be subject to additional charges.
Regular Reporting: We will provide regular reports detailing the performance and impact based on the data collected. This includes metrics such as key performance indicators (KPIs), trends, and actionable insights.
Management Fee: Our fee is based on the package you choose and sign for in our proposal. This includes both standard packages and any custom packages tailored to your needs.
