Terms & Conditions

Parties
SPIKE LIMITED (Spike) and
The Client

Intent
The Client wishes to engage Spike to supply a managed email marketing service.

Both The Client and Spike aim to create an environment where an open and co­operative relationship between the Client and Spike can be built.

The mutual end goal is to deliver effective business results for The Client, while doing this in a commercially viable manner for Spike, focusing on measurable outcomes rather than mechanics of distribution list numbers and emails sent.

Definitions

Business / Working Day: Any day of the week not being a Saturday, Sunday or Public Holiday within the meaning of Section 7A of the Holidays Act 1981.

Business / Working Hours: 9am to 5.30pm on a Working Day.

Extended Hours: 7am to 9am and 5.30pm to 10pm on Working Days and 7am to 10pm on all other days (i.e. weekends and public holidays)

Out of Hours: 10pm to 7am on any day.

The Parties Agree

Services Delivered
The services delivered under this agreement are detailed in Appendix I.

Period of Agreement and Termination
The services outlined in this agreement will be provided from the Service Start Date to the Service End Date or until terminated. The Client or Spike may, on notice of 30 days, terminate this agreement.

Should the agreement be terminated by either party there will be no barriers to the client contracting another agency to carry out a similar service (e.g. databases, access to source code, reports, etc. will be provided) as long as all outstanding money owed has been paid.

Spike reserve the right to charge The Client on a time and materials basis to prepare for and assist another party to take over these services.

Review / Audit
The Client reserves the right to audit Spike’s processes in order to check that the terms of this agreement are being adhered to, “best practices” are being followed and any issues are identified. Spike reserves the right to audit The Client’s processes to ensure realistic timeframes to complete the work can be met. Spike reserve that right to charge The Client for any Review / Audit on a time and materials basis

Confidentiality
As per Confidentiality Agreement

Limitation / Disclaimer of Liability
Spike is not liable for protection or privacy of electronic mail or other information transferred through the Internet or any other network provider that its customers may utilise. In no event shall Spike be liable to The Client for any damages resulting from delayed services and content inaccuracies under this Agreement if such delays or failures are due to strikes, riots, fire, inclement weather, acts of God, theft or vandalism or other causes beyond Spike’s control, as defined by standard practices in the industry. Such failure or delay shall not constitute a default under this Agreement.

Payment for Service
Spike will invoice The Client a fixed monthly fee (detailed in appendix I). Payment is due on the 20th of the month following. Spike reserve the right to charge The Client late payment fee of 10% per month.

Both The Client and Spike agree that this agreement will be reviewed after the initial three months and every three months thereafter to ensure the service provided and costs are equitable. Any changes to the agreement will be subject to 30 days notice.

Spike’s Responsibilities

The following responsibilities apply only to aspects of the service under the direct control of Spike, such as design, coding of emails, delivery of emails and database management. For areas outside of Spike’s control, Spike will do their best to work with relevant third parties to resolve any issues.

Staff
Spike will supply appropriately qualified staff to respond to briefs and requests within the agreed response time.

Urgent Briefs and Requests
When urgent briefs and requests occur Spike will respond to The Client and agree on a course of action, then undertake that action within the agreed timeframe. For urgent briefs and requests it is required that The Client contact Spike by call or text.

Client Service Hours
Spike guarantee to provide up to the standard monthly service hours (defined in appendix I) each calendar month. Spike will have at least one Campaign Builder, who is familiar with the Client, available to provide the service and advice. In some cases the minimum hours per month may not cover all services. The time required beyond these minimum hours will be charged at standard hourly rates as described in Appendix 1. If this is likely, then Spike will seek authorisation from The Client via email before undertaking the work.

Deliverability
Spike uses Enterprise Class bounce management, and Email Authentication best practice, to enable accurate detection of undeliverable email addresses and successful inbox placement.

System Updates, Outages and Support
Spike will notify The Client prior to any scheduled outage or upgrade that may cause a noticeable disruption to Spike’s service and provide as much information as possible on cause, expected effects and time­frames. Spike will respond to requests for information on outages from The Client, and in all instances immediately communicate with The Client once normal service is resumed. Please note that time needed for upgrades to software used by The Client (such as the operating system, database or software application) will be necessary from time to time and will be identified by Spike. This work will always be undertaken outside standard business hours.

Client initiated support will include:

Providing essential technical support and other advice to The Client as needed
Troubleshooting issues
Functionality changes and enhancements
Estimation/investigation associated with new functionality development
Project management

Security
Spike will follow industry best practice at all times to ensure the risks and impacts of security breaches are minimised. Spike will take all reasonable steps to ensure that such breaches do not occur.

Getting Started
Stage 1
Database Verification and Segmentation
Update forms on website
Update Autoresponder Emails
Set up Exit Pop-up and autoresponder email

Stage 2
Design and build newsletter and promotional email templates.
Build, test and design automated responder emails
Set-up Abandon Cart x 3 and Post-Purchase follow up emails x 1
Quarterly newsletter design, build, send and resend
Reporting

Ongoing Monthly Work
Automation management, testing and reporting
Email newsletter send and resend
1 email newsletter per quarter
Resend to unopens
A/B subject line testing (best engagement sent to rest of database)
10 adhoc promotional / event emails per year
Reporting

Spike Response Times
Service Request Acknowledgement Time: 2 business hours – working days only.
Standard Newsletter Test Turnaround Time: 1 business day – working days only.
Urgent Project Turnaround Time: 3 business hours – working days only.
NB: This agreement allows The Client priority status for urgent briefs or requests provided all materials necessary to complete the work are available.

Spike Response Escalation
Urgent brief emailed to [email protected]
No response within two hours call office, 09 820 9860
No response call Joanna Beckford [Client Services], 027 283 0359
No response call Glenn, [CEO] 021 777 407

Client Response Times
Minimum Newsletter Lead Time: 3 Days – working days only.
Newsletter Test Response Time: 2 hours – working days only.
NB: The Client agrees that failure to sign off work within the agreed response time will void Spike’s time commitment and may incur extra charges.