Terms and Conditions
Effective Date: July 1st, 2022
ECOM MANIACS LLC IS WILLING TO OFFER ITS SERVICES DESCRIBED BELOW ON THE CONDITION THAT YOU ACCEPT ALL OF THESE TERMS. PLEASE READ THE TERMS CAREFULLY. BY COMPLETING AND SUBMITTING AN ONLINE ORDER FORM OR SIGNING A SERVICE AGREEMENT, YOU CONFIRM THAT YOU HAVE READ, UNDERSTAND AND ACCEPT ALL OF THESE TERMS. YOU MAY AGREE TO THESE TERMS AS AN INDIVIDUAL OR IF YOU ARE AGREEING TO THESE TERMS ON BEHALF OF AN ORGANIZATION OR OTHER LEGAL ENTITY, YOUR ACCEPTANCE REPRESENTS THAT YOU HAVE THE AUTHORITY TO BIND IT TO THESE TERMS. IF YOU DO NOT AGREE WITH THESE TERMS, OR IF YOU DO NOT HAVE THE AUTHORITY TO BIND YOUR ORGANIZATION OR ENTITY, THEN ECOM MANIACS IS UNWILLING TO OFFER YOU ITS SERVICES.
BACKGROUND:
A. eCom Maniacs LLC “The Service Provider” agrees to provide such services to the Client on the terms and conditions set out in this Agreement.
B. The Client “Subscriber” is of the opinion that the Service Provider has the necessary qualifications, experience, and abilities to provide services to the Client.
IN CONSIDERATION OF the matters described above and of the mutual rights and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Client and the Service Provider (individually the "Party" and collectively the "Parties" to this Agreement) agree as follows:
Definitions:
- “Administrator” means an individual Subscriber or a contractor or employee of a Subscriber who is authorized to designate Authorized Users (defined below). Each organization or entity Subscriber must have at least one Administrator.
- “Applicable Law” means all applicable present and future laws, statutes, regulations, treaties, judgments and decrees and, whether or not having the force of law, all applicable requirements, requests, official directives, rules, consents, approvals, authorizations, guidelines, orders and policies of any governmental authority having or purporting to have authority over one or both parties and/or the subject matter of these terms. For greater certainty, included in the meaning of “Applicable Law” are all laws relating to data, privacy, and electronic communications.
- “Services” means (i) access on this website and to our “The Value Builder System™” software product (including related content, documentation, training and certification); (ii) any updates or upgrades to the Services released by us from time to time; and (iii) any other services we provide now or in the future.
- “Subscriber” means the individual, organization, or entity purchaser of the subscription for the Services.
- Parties. The parties to this legal agreement are eCom Maniacs and the Subscriber which may be referred to as “you”, “your”, and/or “yourself”. All references to “we”, “us”, “our”, “this website” or “this site” shall be construed to mean this www.ecommaniacs.com
1. Services
1.1 The Client hereby agrees to engage the Service Provider to provide the Client with services as described in the Annex - A (the "Services").
1.2 In addition to the services described in the agreement, the Service Provider may also provide any other services which the Parties may agree on, subject to additional payment if any.
2. Term of Agreement
The Client understands that after start of work on the project(s), the Agreement may not be terminated except in terms 2.2 and 2.3 of the Agreement and payments made under this Agreement may not be canceled or refunded. The Service Provider shall be obligated to provide Services for the period which has been paid for.
2.1 Subscription Period. Your subscription commences on the day on which the initial charge appears on your credit card, unless otherwise agreed in writing, and continues for a period of 3 months (the “Initial Term”). At the end of the Initial Term and each Renewal Term (as defined below), your subscription shall automatically continue, subject to the provisions below, for successive periods of thirty (30) days (each a “Renewal Term”), provided you continue to pay the Subscription Fees. Together, the Initial Term and all Renewal Terms shall be the “Term”.
2.2 In case the Client wishes to discontinue the Services, it will give a thirty (30) days written notice to the Service Provider and clear all the dues payable before the end of the Services period. However, the Client shall not have the option to discontinue the Services on discounted packages under clause 4.1 until the term of package (3/6/12 months/billing cycle) is complete.
2.3 The Service Provider may terminate this Agreement at any time without any notice. However, such termination will be effective from the next billing cycle i.e. next month and the Service Provider shall continue providing Service to the Client for the month for which the payment has been made.
3. Compensation & Billing
3.1 Pricing, Payment Terms and Taxes. You need to pay for a subscription based on the pricing as detailed in the agreement or the Order Form, which explains the pricing details and other terms of your subscription. Your use of our Services requires you to pay a monthly fee based on your subscription plan (the “Subscription Fee”) which shall be automatically charged to your credit card, debited from your bank account, or paid via other methods based on our applicable billing frequency. The terms of the pricing plan form part of these terms. We may occasionally update or amend the pricing plan, but such changes won’t apply retrospectively and, if we make changes and you’re a Subscriber, we’ll make every effort to let you know. Depending on your region, transactional taxes like HST, VAT and other similar taxes may apply in addition to Subscription Fees unless otherwise indicated. In the event of any payment default during the Initial Term, the monetary balance of your subscription for the Initial Term will be accelerated and will become immediately due and payable in full. All invoices must be paid within fifteen (15) days of the date on which they are sent to you, failing which you shall pay us on demand as a genuine estimate of liquidated damages (the parties acknowledging that the actual amount thereof is incapable of precise determination), the sum of $100.00 for each outstanding invoice per month, the whole without prejudice to any of our other rights and recourses.
3.2 To ensure prompt payment at the beginning of each billing cycle, the Client shall share the details of the payment method/card and shall ensure that the payment is processed without failure. In case the payment for a month is not processed, the Service Provider shall inform the Client through an email address designated for the purpose of communication. The Client shall ensure that the payment is made within 3 days from the date when the Service Provider notifies the Client of the failure of the payment. If the payment of charges/fees is not processed within the given time of three (3) days, the Service Provider shall have the right to terminate the Services without incurring any liability.
3.3 The Client shall ensure that a single email is used for communication and payment purposes. In case email designated for payment is different from the email for communication/signup, the Client shall inform the Service Provider at the time of signing of the Agreement. In case the Client wants to change the email for payment, the same shall be communicated to the Service Provider through email designated for communication.
3.4 In case the Client uses any non-designated email for payment and a chargeback is initiated by the payment processor, it shall be sole responsibility of the Client and the Service Provider shall not be responsible for any chargeback in any manner whatsoever. The Client shall be liable to immediately make payment for the charged back amount within three (3) days failing which the Service Provider shall have the right to terminate the Services until the payment is made.
4. Discount on Long Term Plans
4.1 The Client shall be entitled to a discount on monthly charges in case of upfront bulk payment for 3, 6 or 12 months at the rate:
10 % on 3 months upfront payment
20 % on 6 months upfront payment
30 % on 12 months upfront payment
4.2 The discounted packages may not be terminated by the Client before the expiry/completion of the current billing cycle of 3, 6 or 12 months, as may be applicable. However, the Client shall have the option to discontinue discounted packages from the successive billing cycle by giving a 30 days notice in advance.
4.3 The Client understands that a discount in one package may not be combined with any other package(s).
4.4 The Service Provider may offer a free trial or discount (at the option of the Service Provider) in case the Client wishes to avail the Services for any of his other brands.
5. Referral Bonus
The Client shall be eligible for referral bonus in case a prospective customer referred by the Client becomes a client of the Services Provider. The referral bonus shall be in the form of commission at the rate:
- 10% of the new client's payment amount and
- 10% of the monthly retainer fee paid by the referred client for a period of up to 6 months as long as they remain a paying customer. The referral bonus shall be discontinued after 6 months or upon termination of the agreement by the referred client, whichever is earlier.
6. Case studies and documentation of work
The Service Provider shall have the right to/ be entitled to:
- Write and publish on its website marketing material including testimonials and case studies related to services provided to the Client;
- Ask Client to participate in marketing activities, including displaying Client’s logo and other trademarks on the Services Provider’s website or in marketing materials, developing joint press releases with the customer, and quoting the customer in website testimonials.
- Ask Client for a Video testimonial upon two month satisfactory service.
7. Communication and Service Obligations
7.1 The Services will be managed by e-mail communication and the Service Provider will arrange bi-weekly account management calls with the Client at mutually acceptable times. The Service Provider will best endeavor to respond to all email/ Google Meet/ Zoom/ Clickup correspondence within 24 hours during working hours (Monday-Friday) (09:00-19:00 CET timezone)
7.2 The Client shall provide feedback in a prompt and clear manner to enable the Service Provider to make suitable changes before finalization of the deliverables. In case the Client does not provide feedback within two (2) weeks after receiving any communication from the Service Provider, without prior notice for not responding, the Client shall lose the right to the deliverables without any liability on the part of the Service Provider.
8. Warranties and Guarantees
8.1 The Client understands that all the Services under this Agreement will be provided on a best effort basis, based on clear communication and feedback from the Client. It is further understood that success of a campaign depends on a number of factors (some beyond control of either party), therefore no specific results may be guaranteed. The Services Provider, however, shall endeavor to achieve the optimum results through its skills, expertise, strategies and implementation plans.
9. Confidentiality
9.1 Confidential information (the "Confidential Information") refers to any data or information relating to the Client and the Contractor, whether business or personal, which would reasonably be considered to be private or proprietary to the Client and Contractor and that is not generally known and where the release of that Confidential Information could reasonably be expected to cause harm to the Client and the Contractor.
9.2 The Service Provider, as well as the Client acknowledge that all information provided by both parties may be confidential, proprietary, or affected by competitive sensitivity, and will treat all of the information as confidential, disclosed to employees on a need-to-know basis only.
9.3 The Service Provider, as well as the Client, agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which the Service Provider and the Client have obtained, except as authorized by the Client and Service Provider under clause 6 above. The obligations of confidentiality will apply during the term of this Agreement and will survive indefinitely upon termination of this Agreement.
9.4 All written and oral information and material disclosed or provided by the Client to the Service Provider under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to the Service Provider.
10. Copyrights
The Client understands and acknowledges that all the internal processes of the Service Provider are ownership of the Service Provider including copyright and related rights. The Client shall not in case share, sell or otherwise disseminate any such information/process to any third party except with the prior written approval of the Service Provider or under authority of a valid agreement executed for white label services.
11. Assignment
The rights of the Parties under this Agreement are private to the parties and may not be assigned by either party without consent of the other party. However, in case of any change in ownership, merger, acquisition or amalgamation of the Service Provider the relationship created under this Agreement shall continue and the obligations of the Service Provider shall transfer to its successor(s).
12. Severability
If any provisions of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid or enforceable, then such provision will be deemed to be written, construed, and enforced as so limited.
13. Ownership of Intellectual Property
13.1 All intellectual property and related material, including any trade secrets, moral rights, goodwill, relevant registrations or applications for registration, and rights in any patent, copyrights, related rights, trademark, and trade name (the "Intellectual Property") that is developed or produced under this Agreement, will be the sole property of the Client. The use of Intellectual Property by the Client will not be restricted in any manner.
13.2 A Party will be responsible for any and all damages resulting from the unauthorized use of the Intellectual Property of the other Party .
14. Capacity/Independent Service Provider
In providing the Services under this Agreement it is expressly agreed that the Service Provider is acting as an independent Service Provider and not as an employee. The Service Provider and the Client acknowledge that this Agreement does not create a partnership or joint venture between them and is exclusively a contract for service.
15. Return of Property/Information
Upon the expiry or termination of this Agreement, each party shall return to the other party or destroy all the property, documentation, records, or Confidential Information.
16. Indemnification
Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective directors, stockholders, affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective directors, stockholders, affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement.
17. Modification of Agreement
Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorized representative of each Party.
18. Dispute Resolution.
All or any disputes arising out or touching upon or in relation to the terms and conditions of this Agreement, including the interpretation and validity of the terms thereof and the respective rights and obligations of the Parties, shall be settled amicably by mutual discussion, failing which the same shall be settled through arbitration.
19. Governing Law
It is the intention of the Parties to this Agreement that this Agreement and the performance under this Agreement, and all suits and special proceedings under this Agreement, be construed in accordance with and governed, to the exclusion of the law of any other forum, by the laws of Wyoming, United States, without regard to the jurisdiction in which any action or special proceeding may be instituted.
20. Waiver
The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.
21. Force Majeure
If by reason of failures of telecommunications or internet service providers, labor disputes, riots, inability to obtain labor or materials, earthquake, fire or other action of the elements, accidents, governmental restrictions or other causes beyond the control of the Service Provider, the Service Provider is unable to perform in whole or in part its obligations as set forth in this Agreement, then the Service Provider shall be relieved of those obligations to the extent it is so unable to perform and such inability to perform shall not make the Service Provider liable to Client or other third parties.
22. Limitation of Liability
The Services Provider shall provide the Services on a best effort basis, therefore it shall not be liable to any loss incurred in respect of the Services unless resulting from gross negligence on the part of the Service Provider. Any liability for a loss, if any, shall be limited to the amount paid for the Services.
22. Entire Agreement
This Agreement is the final, complete and exclusive agreement of the Parties with respect to the subject matters hereof and supersedes and merges all prior discussions between the Parties with respect to such matters. No modification of or amendment to this Agreement will be effective unless in writing and signed by the Party to be charged.
