This agreement between “Client” who is engaging Brands Direct Online Limited t/a Traffic Digital Marketing “Traffic Digital” located at 33 Canton Road, Tsim Shatsui, Kowloon, Hong Kong on the date this form is submitted to act as an independent contractor for the specific project to provide one or more of the following services:

WHEREAS, Traffic Digital is an independent contractor hired to provide outsourced digital marketing and lead generation services on a monthly basis.

WHEREAS, Client seeks to utilise Traffic Digital services to provide digital marketing and lead generation for their business.

NOW THEREFORE, in consideration of the mutual promises contained herein, the parties agree to the terms and conditions as follows;

1. Digital Marketing & Lead Generation Cost & Payments:  Client agrees to pay the proposal price each month for services.  Services will be billed a month in advance, and payments will be due on the execution of this contract and each month as stated in the contract.  Traffic Digital has the right to terminate the agreement with a seven-day notice in the event the services are not pre-paid for by the client.

Client also agrees to pay for invoices arising from a percentage of profit as stated in the contract.  Invoices will be calculated each calendar month and sent to the client for immediate payment in the first week of the next calendar month (January invoice will be received in the first week of February).  Traffic Digital has the right to terminate the agreement with a seven-day notice in the event the percentage of profit invoices are not paid for by the client within 3 business days.

Profit is calculated as follows:

Revenue - ACOS = Profit

Revenue: Is calculated on all sales generated as a direct result of the service provided and calculated from coupons used and sales registered by the Facebook Pixel.

ACOS:  Advertising Cost of Sales is calculated on advertising costs registered by the Facebook Pixel.

Pricing is based on current scope of work. In the event additional services are required or there is a major change in the scope of work, then Traffic Digital reserves the right to adjust our pricing. In the event the travel required to fulfil these services is more than 50 kilometres, then Traffic Digital shall be reimbursed for expenses incurred.  All expenses must be pre-approved by the Client.

2. Additional Services:  Traffic Digital may provide additional services including but not limited to training, photography or video services based on the client’s request. 

3. Term of Agreement:  Client agrees the term of this agreement will be for three months.  The agreement will automatically renew three months from the date the agreement is signed unless a written notice of either party’s intent to the other that they will not be renewing is provided 30 days prior to the renewal date.

Either party may terminate the agreement with 30-day written notice.  In the event the Client exercises this 30-day out clause prior to the end of the initial term, all digital intellectual property will remain under the ownership of Traffic Digital.  Should the Client wish to transfer the ownership of the intellectual property, all monies for the remainder of the agreement (prior to final termination date) will become due (per section 1 of this agreement).  Client agrees to give required access to Traffic Digital to complete its work.  Traffic Digital will use best efforts to work to finish out providing services for the final 30 days.

4. Content: Client agrees to provide all content required (text, articles, photos, graphics, videos, etc.) for the support of Traffic Digital’s efforts.

5. Additional Tools/Software & Cost:  Traffic Digital may require certain tool/software/services to support our efforts.  Client agrees to be responsible for all cost one time or monthly for such tools/software.  Traffic Digital agrees that it will not purchase or subscribe to such software without pre-approval from the Client unless stated in services required.

6. Managing Clients Internal Resources:  Client agrees that Traffic Digital will have the lead and be fully in charge of establishing digital strategy, managing day to day work/task, managing all of the current internal digital marketing resources (employees, contractors, etc.).

Clients agrees that all digital resources will report to Traffic Digital on an as needed basis to implement the program effectively.  Resources will be managed and provided tasks to support the digital strategy, day to day efforts, and daily management set forth by Traffic Digital and the executive committee of the Client.

7. Additional Services Fees:  In the event the Client would like to use Traffic Digital for services outside of the scope of services additional charges may apply.  In the event Traffic Digital is asked to do hourly work outside of the scope of this agreement, then the following charges will apply: Traffic Digital Hourly Fee: $120.00 per hour.

8. Authorization:  Client agrees to give Traffic Digital access to all tools, software, websites, social media, landing pages, accounts, etc. that they will need to access. Traffic Digital will use best efforts to secure and protect all passcodes.  Only authorized representatives of Traffic Digital will be allowed to access passcodes and only on an as needed basis.

9. Copyrights and Trademarks:  The Client represents (informs) to Traffic Digital and unconditionally guarantees that any elements of text, graphics, videos, photos, content, designs, trademarks, or other artwork furnished to Traffic Digital for inclusion in web pages, social media, etc. are owned by the Client, or that the Client has permission from the rightful owner to use each of these elements.

Client agrees to hold harmless, protect, and defend Traffic Digital from any claim or suit arising from the use of such elements furnished by the Client.

10. Ownership to Deliverables:  Traffic Digital or its partners retain the intellectual rights to all items previously owned by Traffic Digital/partner.  Client retains the rights to all deliverables that are not marked as Traffic Digital property. Items that are not specifically transferred to the Client will remain the property of their respective owners. Traffic Digital may choose to give the Client a one-time lifetime license for use of any of its intellectual property.

11. Work Credit:  Client agrees to allow Traffic Digital to use clients name and website for company promotions, online portfolio, past clients list, on social media, in print material, etc. for advertising and promoting Traffic Digital’s services to other companies.

12. Assignment of Project:  Traffic Digital reserves the right to assign certain subcontractors to this project if it sees the need to do so in order to meet the requirements of this agreement.

13. Non-Disclosure:  Traffic Digital, its employees and subcontractors agree that, except as directed by the Client, it will not at any time during or after the term of this agreement disclose any non-public Confidential Information to any person whatsoever.  Likewise, the Client agrees that it will not convey any non- public confidential information obtained about Traffic Digital to another party.

14. Performance Liability:  WHEREAS, the parties acknowledge that the internet is neither owned nor controlled by any one entity; therefore, Traffic Digital can make no guarantee on the results that may be provided as a result of our work.  Traffic Digital represents that in good faith it shall make every effort to ensure that the Client's digital marketing is successful, and leads are generated as a result of our work.

Traffic Digital does not warrant that the functions supplied by its work, web pages, digital marketing, consultation, advice, or work will meet the Client’s requirements or that the operation of the work/deliverables will be uninterrupted or error-free.  The entire risk as to the quality and performance of the work and deliverables is with Client.

In no event, will Traffic Digital be liable to the Client or any third party for any damages, including any lost profits, lost savings or other incidental, consequential or special damages arising out of the operation of or inability to operate these digital marketing services or website(s), even if Traffic Digital has been advised of the possibility of such damages.

15. Indemnity:  The client does hereby expressly agree to indemnify and hold harmless Traffic Digital, Brands Direct Online Ltd, its Owners, its principals, officers, employees and contractors against all suits, actions, claims, demands, or costs of any kind to which they may be subject arising or resulting at any time or place from anything done or omitted to be done by them in connection with this project.  The Client hereby waives any and all claims which, but for this waiver, it may have, or which it may hereafter acquire, against Traffic Digital Studios, LLC, its Owners, its principals, officers, employees and contractors arising or resulting at any time or place from anything done or omitted to be done by them regarding this project.

16. Agreement Revisions:  Revisions to this Agreement will be considered agreed to by Traffic Digital and Client when requested changes have been signed by both parties.

17. Lawful Purpose:  Client may only use Traffic Digital's design services for lawful purpose.  Transmission of any material in violation of any Federal, State or Local regulation is prohibited.  This includes, but is not limited to copyrighted material, material legally judged to be threatening or obscene, pornographic, profane, or material protected by trade secrets.  This also includes links or any connection to such materials.

18. Termination:  Traffic Digital may terminate service under this Agreement at any time, without penalty, if the Client fails to comply with the terms of this Agreement.  If the Client fails to comply with the terms of this Agreement and Traffic Digital refers the matter to an attorney, the Client agrees to pay reasonable attorney fees and agrees to compensate Traffic Digital for other collection costs and expenses it may occur.

19. Entire Understanding:  The agreement constitutes the sole agreement between Traffic Digital and Client regarding the use of services. 

20. Traffic Digital Media Vendors:  In connection with Services provided hereunder, Traffic Digital has the right to utilise contractors, third-party companies, and vendors selected by Traffic Digital at its sole discretion (each a Vendor) to complete or support the completion of the work at hand.  Purchased work from Vendors shall be made under such terms Traffic Digital deems in its sole discretion as acceptable (Vendor Terms).  Traffic Digital will be responsible for all cost associated with the Vendor, unless the cost is provided to the Client, and the Client agrees in writing to pay said cost.

21. Force Majeure:  Non-performance by either party hereunder, other than an obligation to pay money, shall be excused to the extent that performance is rendered impossible by strike, fire, flood, governmental acts, orders or restrictions, acts of God, or any other reason to the extent that the failure to perform is beyond the control of the non-performing party.

22. Fax/Scanned/Electronic Copy of Signature:  Both parties agree that a faxed, scanned or electronic copy of the signed document by either or both parties shall be considered acceptable, legal, and legally binding.

23. Governing Law:  This Agreement shall be governed by and interpreted in accordance with the laws of the State of New South Wales without regard to such state's principles of conflicts of law.  The legal jurisdiction for this agreement shall reside in New South Wales, and all legal proceedings shall take place in New South Wales.

By electronically executing the proposal, you agree to all of these terms and conditions.