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Service Level Agreement

Agency Responsibilities

“This agreement sets out clearly what you have a right to expect from Hillsgreen Marketing Ltd as your digital agency.

Equally it explains the limits of our liability and responsibility. This agreement forms part of our commitment to transparency and openness that we believe is vital to any business relationship.

By clarifying entitlements and responsibilities up front it also helps to streamline projects and ensure their timely delivery.

We are delighted you have chosen us to support you with your digital marketing and can promise you service of the highest standard for as long as you need it.”

Andy Venables

Managing Director

Hillsgreen Marketing Ltd

1. Definitions

1.1 Hosting Provider Company refers to the specialist companies, such as Codeias from whom Hillsgreen contract their web development services.

1.2 A Project can be any service provided by Hillsgreen Digital to the Client. (Examples include but are not limited to web design and development, paid search management, email marketing, social media, search engine optimisation work and hosting)

1.3 “Frustrates” is a term used to describe a situation in which one party to a contract acts in such a way so as to make it unrealistic for the other party to carry out their part of the contract.

1.4 The word “contract” as it appears in these terms and conditions shall mean the contract between Hillsgreen and the Client, which will be based on the terms and conditions contained within this Service Level Agreement.

2. Abbreviations

2.1 Hillsgreen stands for Hillsgreen Marketing Ltd.

2.2 SLA stands for Service Level Agreement.

3. Contract

3.1 The terms and conditions contained in this SLA apply to Hillsgreen Clients unless agreed in writing to the contrary.

4. Estimates

4.1 Hillsgreen will provide clients with initial estimates for projects on request. The final project sum may vary from the initial estimate. An estimate as opposed to fixed price quotation is useful when the actual project sum cannot be reasonably or accurately ascertained at the outset.

4.2 Work carried out against estimates will be charged in accordance with section 8.

4.3 Hillsgreen will provide estimates in writing by email to clients, which will include a hyperlink to this SLA. Acceptance by a client of a Hillsgreen estimate is subject to acceptance of the terms and conditions in this SLA, unless specifically agreed in writing between the Client and Hillsgreen to the contrary.

5. Fixed Price Quotations

5.1 Whenever possible, Hillsgreen will provide clients with a fixed price quotation and detailed specification for a project.

5.2 Items omitted or added to the specification that accompanies a fixed price quotation will be treated as variations in accordance with section 6.

5.3 Hillsgreen will provide quotations in writing by email to clients, which will include a hyperlink to this SLA. Acceptance by a client of a Hillsgreen quotation is subject to acceptance of the terms and conditions in this SLA, unless specifically agreed in writing between the Client and Hillsgreen to the contrary.

6. Variations

6.1 The value of work included in a fixed price quotation, that is not undertaken due to subsequent agreement with the client, will be valued and deducted from the final project sum.

6.2 Work that is in addition to that detailed in a fixed price quotation, will be valued and added to the final project sum.

6.3 Hillsgreen does not accept liability where delays in reaching a deadline are caused by the client for example in the supplying of essential content and/or sign off for work to continue

7. Copyright

7.1 All client logo images, images unique to the client, i.e. of their premises, work force and their business, plus all written copy, belong to the client and are covered under their copyright. Hillsgreen will not reuse client written content or images without the express permission of the client.

7.2 All data gathered associated with campaigns created by Hillsgreen on behalf on the client, that is held within the client’s account is the property of the client. Hillsgreen will not use this data or remove it without the express permission of the client.

8. Hourly Rate Charges

8.1 Hillsgreen will charge for services provided that are not included in any quotation. The amount charged will be based on Hillsgreen standard hourly rate unless a different hourly rate has otherwise been agreed in writing.

8.2 Hillsgreen will review and may increase their standard hourly rate on an annual basis.

8.3 There will be a minimum charge of 30 minutes.

9. Commencement of Work

9.1 The Client agrees to sign and return the agreement issues by Hillsgreen before any work is commenced.

9.2 Where applicable the client will pay the initial deposit, and Hillsgreen will confirm receipt before any work is commenced.

9.3 All work is to be scheduled with two cut off dates each month. When a signed agreement is returned by the 1st of the month, work will commence from the 15th of the same month. Where an agreement is returned by the 15th of the month work will commence from the 1st of the following month.

9.5 At the point of commencing work the client understands that we do not operate exclusivity agreements, it is possible we will work with more than one company within a given sector. We guarantee our professionalism and confidentiality, no sensitive information will be shared to give either party an unfair advantage or disadvantage.

10. Client Services

10.1 Meeting summaries will be generated and sent to all parties in attendance within 24 hours.

10.2 A monthly report will be generated and made available to the client via email, along with a summary of Hillsgreen actions (dependant on your contract) before the end of the 6th working day of each month.

10.3 All emails will be responded to within 24 hours of receipt and all missed phone calls will be returned before the end of the working day.

10.4 Clients will be kept up to date on relevant information about ongoing projects and status in a timely manner.

10.5 Pre-Inform clients of planned absence or leave.  There will then be a replacement agency contact in place with handover notes and an introduction made to the client 48 hours prior to absence

10.6 Regular update meetings will be set out during the onboarding process, at the beginning of the project. These will include a summary of monthly performance and a chance to discuss any other matters for both client and Hillsgreen.

10.7 Hillsgreen working hours are from 9:00am to 5:00pm Monday to Friday.

11. Digital Marketing Services

11.1. For all digital marketing services including, but not limited to, content writing, copywriting, optimisation, marketing strategy, analytics, SEO/SEM, PPC, marketing consultation, brand development, business development, lead generation, public relations, etc – an estimate and quote is calculated on a project or monthly basis and then submitted to the Client.

11.2 If changes are needed to a project after the outstanding invoice has been paid then the extra charges will be confirmed with the Client, and the Client will be further invoiced for the work carried out, based on the Hillsgreen hourly rate.

11.3 If changes are needed in an ongoing monthly service, the extra charges will be confirmed with the Client, and the Client will be invoiced for these changes in subsequent invoices, payable in advance of the period.

12. Design Services

12.1 For all design services including, but not limited to, print design, web design, infographics, brand materials, signage, animation, etc – an estimate is calculated and then submitted to the Client.

12.2 If changes are needed to a project after the outstanding invoice has been paid then the extra charges will be confirmed with the Client, and the Client will be further invoiced for the work carried out.

12.3 The client will receive draft designs for sign off prior to final creative being completed. All clients will have the opportunity to make 2 amends to any design created. After this the client will be charged at the Hillsgreen standard hourly rate.

13 Websites

13.1 All websites are designed on a bespoke basis for the Client unless use of a template is indicated in the original specification. The Client acknowledges that ‘bespoke’ in this context does not describe the features of the Website’s Content Management System (CMS), unless Hillsgreen specifically agrees in writing to provide the Client with a bespoke Content Management System.

13.2 If there are extensive changes and updates that exceed the original specification, these will be seen as additional costs and will be quoted accordingly. Items added to the website specification AFTER the Client signed it off may incur extra charges, but the Client will be notified of these extra charges via email before commencement of the Works or Services.

13.3 Please note that, as with the nature of web development, the scope of work often increases as the project progresses. With this in mind, the initial specification and estimate are subject to change and so Hillsgreen encourages all Clients to include a contingency to their web project budget in order to cover any unforeseen Works or Services and their associated costs. Hillsgreen will inform and discuss any change in specification or cost with the Client via email, prior to commencement of the extra Works or Services.

13.4 Hillsgreen reserves the right to charge an hourly or daily rate for work that exceeds any initial agreed upon scope.

13.5 Hillsgreen will offer to Clients third party services such as those offered by Google to enhance the performance of their websites. Hillsgreen may include in quotations the setup and maintenance of such third party services. Hillsgreen will not be liable to the Client for any interruption, non-performance, or cancellation of the provision by third parties of any such services.

13.6 If a support or maintenance package is selected by the Client, Hillsgreen will agree with the Client the period of the support and/or maintenance and this will be detailed in a written quote, usually based on a set number of hours over a month-by-month rolling basis. The Client cannot accrue support or maintenance hours and transfer them to any following month.

13.7 Support Availability: Hillsgreen is a 24/365 agency unless unavailability is anticipated and noted to a Client in advance. Depending on the level of support purchased, the Client will have access to this support via phone or email depending on their designated time zone. Support Availability is bound by the terms stated in clauses (13.8 – 13.9).

13.8 If Hillsgreen feels a request is outside what is covered by the support agreement, they will let the Client know and discuss the request as additional development and propose a solution and cost. Work on such a request would not be undertaken until agreement with the Client on the additional cost and approach.

13.9 Response Times: Hillsgreen will assess all requests as one of the following and as such each will aim to resolve within the given times.

Urgent: an error that has caused the Website to be offline or be in such a state that it is causing the Client serious brand damage. E.g. if a payment gateway is allowing users to checkout without taking payment or contact forms are not triggering emails through to the Client and hence they are losing inquiries. Aim to resolve within 1 working day.

High: an error that is causing the Client to lose revenue directly but one that is not deemed as “urgent”. Aim to resolve within 2 working days.

Normal: an error that inhibits typical user experience but does not result in a loss of revenue for the Client directly. Aim to resolve within 5 working days.

Low: an error that is not inhibiting typical user experience. Aim to resolve within 10 working days.

13.9.1 Should a client have or gain access to their website code files and make changes themselves or edit settings in their content management system during an open project without advising or consulting Hillsgreen, this will be classed as frustrating the progress of a project contract (see clauses 1.3 and 19.4) and the current project may become invalid. Any subsequent work to rectify any issues caused and to bring the website back to state it was before would be chargeable.

14. Sign Off

14.1 The Client will always receive a digital proof of work in order to sign off a Project. Digital proofs, samples, sketches, photographs, links, or any other digital representation, whether partial or total, of the finished article in whatever form may be submitted to the Client for approval.

14.2 Once happy to sign off Works ready for production, Clients are to approve all files, artworks, renders, development modes and designs in writing (e.g. via email) to Hillsgreen, having thoroughly checked that the work in question requires no further amendments.

14.3 It is vitally important that the Client proofreads and checks all files, artworks, development sites, test renders and designs thoroughly before sending approval. Hillsgreen will not be held responsible for any errors present in work that has been signed off by the Client.

14.4 After approval, any amendments to the project may incur extra charges.

14.5 Hillsgreen will deliver all products via digital means and/or post or courier unless otherwise stated.

14.6 Any extra costs incurred upon request of an alternative method of delivery must be met by the Client.

14.7 When designing a website, Hillsgreen will provide the client with wireframe designs and require sign off, initial designs and require sign off, final designs and require sign off. At each of these stages the client should collate feedback and provide one complete set of changes required. Once a website has gone live, the client will be asked for final approval and feedback on snagging issues. These should be collated to one set of amends and not include any core design changes. If the client requests any further changes deemed core design changes or not snagging issues they may be billed at the Hillsgreen hourly rate.

15. Performance & Delivery

15.1 Hillsgreen will take all reasonable steps to ensure that the project specification quoted for the Client functions as intended.

15.2 In the event that the Client reports that some part of the project specification is not functioning correctly then Hillsgreen will investigate this and take corrective action, which will be at no expense to the Client.

15.3 In the event that the Client reports an issue that is related to a matter that falls outside of the project specification then Hillsgreen will investigate this and email the Client a report and, if appropriate, a price to carry out the extra work involved to resolve the issue. Work can only commence once the Client has approved the report, along with any extra costs incurred.

15.4 Hillsgreen will provide the Client with an estimated timeline for the progress and completion of any Works and Services. Hillsgreen will use its reasonable endeavours to meet those timelines (as long as the Client performs the Client’s obligations promptly) but, unless Hillsgreen agrees otherwise, any timelines or projected completion dates are estimates only and Hillsgreen cannot guarantee that they will be met. In any event, Hillsgreen shall have no liability to the Client if Hillsgreen is delayed in performing or is unable to perform any of its obligations under the Contract due to circumstances beyond its reasonable control.

16. Use of Third Parties

16.1 Hillsgreen, if required, may act as the Client’s agent and directly or through an intermediary ask another contractor and/or supplier (‘Third Party/ies’) to carry out aspects of a project (i.e. Printing or Hosting).

16.2 Hillsgreen shall pay the charges of these Third Parties with the Client’s agreement, and then recharge them to the Client.

16.3 Hillsgreen will take all reasonable care in selecting and instructing a Third Party. However, Hillsgreen will have no control over the activities of the Third Party and therefore accept no responsibility for the services provided to the client by that Third Party contractor or for any errors or omissions in its work or products

17. Invoicing & Payment

17.1 Hillsgreen standard payment terms are 28 days from the date of invoice.

17.2 Hillsgreen will specify within estimates or quotes how a project will be invoiced. Large projects may be split into separate invoices plus a final invoice on completion.

18. Damages

18.1 Hillsgreen do not have any liability to the client for the performance of a website, database, or any other entity/service developed/setup for the client by anyone other than Hillsgreen.

19. Termination

19.1 In the event that the client does not pay an invoice within 28 days of the due date, i.e. within 44 days of the date of the invoice, then Hillsgreen have the right to suspend all further works for that client until such time as payment is made in full.

19.2 In the event that the Client does not pay a hosting subscription invoice within 28 days of the due date, i.e. 44 days after the invoice date, then Hillsgreen reserve the right to turn off any website hosting until such time as the invoice is paid in full.

19.3 In the event that the client becomes insolvent or goes into liquidation Hillsgreen have the right to immediately terminate their contract with the Client and invoice for the full value of project works carried out to that date, plus suspend any email or hosting services.

19.4 In the event that a client “frustrates” the progress of a project contract with Hillsgreen then Hillsgreen will be entitled to give 14 days’ written notice to the client of the contract being terminated. If the client does not satisfactorily remedy the cause(s) of the frustration, within the 14 day notice period, then Hillsgreen will have the right to terminate the contract. Hillsgreen will invoice the Client for the full value of works carried out to-date.

20. Refunds

20.1 In the event that Hillsgreen terminates a contract prior to work commencing, a full refund of the upfront payment will be made to the Client.

20.2 In the event that the Client terminates a contract after a quote or agreement has been signed and the upfront payment has been paid, no refund will be given.

20.3. No refunds will be given on Works or Services completed and/or delivered/published