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Terms & conditions
Terms and Conditions for Hyperion Agency
Recitals
Hyperion Agency specializes in the provision of services related to Google Merchant Centers and Search Engine Optimization (SEO).
Both parties commit to executing these terms and conditions in good faith and to the best of
their professional abilities, upholding the principles of transparency, diligence, and mutual
respect.
Article 1. Objective & Implementation of Partnership
Objective: The primary objective is to engage Hyperion Agency to perform specialized and knowledge-intensive services related to Google Merchant Centers, and SEO, aimed at enabling the Client’s online performance and revenue generation.
Scope of Work:
- Setups for Google Merchant Center accounts.
- Comprehensive setup, delivery, and optimization of Google Merchant Centers.
- Hyperion Agency commits to a best-efforts obligation to perform the contracted services with due care, quality, and continuity, but does not guarantee specific
results. - Implementing comprehensive strategic SEO methods to enabling the online visibility and discoverability of websites.
Article 2. Commencement of Agreement
This Agreement is effective upon the Client’s written acceptance (digital signature accepted) and Hyperion Agency’s subsequent receipt of the signed Agreement.
Hyperion Agency’s services will commence following the formal establishment of this Agreement and receipt of the signed document.
Any amendments post-acceptance must be mutually agreed upon in writing.
Hyperion Agency reserves the right to revoke the Agreement within ten working days of acceptance without stating reasons.
Article 3. Purpose of Partnership
General Intent: Hyperion Agency's goal is to create and manage Google Merchant Centers, thereby enabling the client's profitability through strategic online visibility.
Article 4. Obligations of the Client
Information Provision: The Client must promptly and transparently inform Hyperion Agency of any changes or relevant developments in their business that could affect campaign performance, including changes in product lines, pricing strategies, and target markets.
Accuracy of Information: Hyperion Agency is not responsible for verifying the accuracy or completeness of information provided by the Client and bears no liability for adverse outcomes resulting from incorrect or incomplete information supplied by the Client.
Cooperation: Should Hyperion Agency request additional information necessary for effective service execution, and the Client fails to provide it timely, Hyperion Agency reserves the right to suspend or terminate services without liability for service interruption or cessation.
Data and Security Responsibility: The Client retains full responsibility for safeguarding data, content, and personal information, ensuring adequate security measures are in place for their ICT environment.
Article 5. Obligations of Hyperion Agency
Performance Commitment: Hyperion Agency shall employ its best efforts and expertise to achieve results for the Client through strategic optimization and advertising campaigns.
Service Continuity: Hyperion Agency pledges to maintain a high standard of service delivery, including prompt responsiveness to market changes and necessary campaign adjustments.
Notification of Service Interruptions: In the event of service disruptions due to maintenance, system breakdowns, or external factors, Hyperion Agency commits to informing the Client promptly about the nature and expected duration of the interruption,
minimizing impact on campaign performance.
Article 6. Commission Structure
Commission on Ad Spend: The Client agrees to a commission structure wherein Hyperion Agency receives a to be determined commission of the total monthly ad spend.
Net Prices: All mentioned prices and commissions are net figures and exclusive of VAT.
Article 7. Payment Terms & Billing
Invoicing Schedule: Invoices will be issued on the first business day following the end of each calendar month, detailing the services provided and the corresponding charges.
Payment Deadline: Payments are due within seven days from the invoice date. The Client is required to transfer the payable amount to Hyperion Agency's designated bank account.
Late Payment Procedure: If payment is not received by the due date, Hyperion Agency reserves the right to suspend services until full payment is made.
Collection Costs: Should the Client default on payment obligations, the Client will bear the full cost of external collection services.
Electronic Invoicing Agreement: The Client consents to receiving invoices electronically.
Article 8. Force Majeure
In the event of force majeure, the execution of the agreement by Hyperion Agency may be suspended without any obligation to pay damages.
Article 9. Liability
The Client indemnifies Hyperion Agency for all consequences resulting from the use and/or disclosure of the services outsourced by the Client to Hyperion Agency.
Article 10. Confidentiality
Parties will treat information provided to each other before, during, or after the execution of the agreement confidentially.
Article 11. Personal Data
In the execution of the agreement, Hyperion Agency may process personal data on behalf of the Client, with the Client being designated as the data controller and Hyperion Agency as the processor.
Article 12. Modification of the Agreement
Changes and/or additions to this agreement are only legally valid if signed in writing by both parties.
Article 13. Consequences of Nullity or Voidability
If part of this agreement is null or voidable, this does not affect the remaining provisions of the agreement.
Article 14. Applicable Law and Competent Court
This agreement is governed by Dutch law. All disputes arising from this agreement will be exclusively submitted to the competent court in the district of Limburg, unless provisions of mandatory law state otherwise.