Yellowball Partnership Agreement.

Thanks for choosing to partner with Yellowball on your project – we’re delighted to be working with you and can’t wait to get the ball rolling.

Please read and follow this partnership agreement – we would like to form a collaboration with you underpinned by trust and mutual respect. This will ensure you get the best possible experience when working with us and it will improve our results, which are known as Deliverables in this agreement. This is a legally binding commercial agreement and if you don’t comply, it will be a breach of our agreement and entitle us to end the partnership.

We will both cooperate on the Project and Services, and comply with all relevant legal obligations, including how we handle, store and process data. Resource allocation is a vital part of our collaboration and there are provisions below reflecting this.

Your Area of Expertise

We enjoy partnering with a diverse collection of brands of all shapes and sizes across multiple industries and sectors. And we have extensive experience of doing so over the last decade. But we’re not experts in your industry or business – you know your business and industry to a depth that we can’t. As a result, during our partnership we will rely on you to tell us about things that will help us to create outstanding Deliverables.

You will:

• provide us with materials, information and access to online systems or software if applicable to allow us to meet the Deliverables set out in the Proposal,
• provide us with prompt approvals, feedback or information in line with any agreed project schedule.

During the project you may need to agree to third-party licences, WordPress or other CMS plugins, stock photography and video assets, hosting and server infrastructure third parties, APIs and other integrations, and you must comply with the licence terms for each of these. We may have to suspend the Project or our Services if you don’t and it will also be a breach of our agreement.

Our Area of Expertise

Yellowball are a leading boutique web, digital and design agency. We’re not lawyers so we can’t guarantee that the Deliverables will comply with relevant laws – with this in mind, we’d recommend seeking independent legal or specialist advice to check this. If they don’t meet relevant laws, you will pay any costs relating to any breach of laws and for changing the Deliverables so that they do comply.

Employing each other’s staff

Neither of us will, without the other’s prior agreement, deliberately entice away employees or consultants with whom we have worked on the delivery of the Services. However, if – within 12 months of them working on your project – you decide to directly employ one of our members of staff or consultants, we will charge a fee of 25% of their annual salary. This is to cover our costs associated with recruitment and onboarding of replacement talent.

We will invoice this when they hand in their notice and it will be due within 30 days.

Collaborating on SEO Serviecs

Where our proposal includes SEO Services, you will:

• provide our SEO specialists with access to the website CMS and all relevant SEO software including Google Analytics and Google Search Console,
• provide an email address linked to the website for the purpose of us link-building and so we can communicate with relevant third parties,
• provide an email address of a development partner who can promptly upload requested technical changes (their delays are your responsibility) – such costs are to be approved and paid for by you, unless agreed otherwise.
• allow us to modify your website content with your approval – this is important to enable us to complete our SEO actions and implementations,
• allow us to use Client Materials for website promotion and SEO services.

Where our proposal includes SEO audit services, you will sign-off our project schedule within 30 days of signing this agreement so that we can allocate resources to meet that project schedule and the needs of our other clients.

Where we are providing both website and SEO services, you can ask us to pause our SEO services for up to 2 months and if we agree, then we will also pause Fees for the agreed pause period.

Delays

If you delay or prevent us from performing our Services or meeting the project schedule, eg. fail to respond to requests for feedback, approval or other information, we will do our best to accommodate these changes. We may need to revise the project schedule which could delay milestones and the proposed completion date.

If you do not comply with timings or performance dates set out in the new project schedule, we can charge a rescheduling fee of £1,160 + VAT to revise the project schedule again and to reallocate resources. If you fail to comply a third time, or if we feel that you are not cooperating with us, we may terminate our agreement with you.

If you delay in providing feedback, information or access that prevents us providing our Services, you will still be invoiced the regular Fees for those Services.

Rolling Agreements – Our Terms of Business.

How We Will Work Together

Our proposal – setting out the Services, the Deliverables and our Fees – includes these terms which will apply to all services we perform for you until the end of our relationship. Please also read our Partnership Agreement so you can better understand how we work together – it is part of our agreement with you.

What We Will Do

We (Yellowball) will:

• provide the Services set out in the proposal in a professional, helpful and collaborative manner to meet the Deliverables [and do our best to meet the agreed KPIs],
• work hard to meet any performance dates specified in our proposal,
• promptly respond to your reasonable requests for information and updates.

We may subcontract or delegate any or all of our obligations to any competent and trusted third party. From time-to-time, Yellowball work with a vetted suite of global collaborators across the engineering, design and creative ecosystem, and we might deploy these resources to enhance the Deliverables and provide the best possible service. At all times throughout the lifecycle of your project, you’ll have access to one single point of contact within our project management team, and direct access to our hands-on founding team, senior designers and Director of SEO.

What You Will Do

You (our client) will:

• carry out your obligations by helping us to deliver the Services,
• read and comply with the Partnership Agreement and follow your duties and responsibilities – it forms part of this agreement as well as helping our work together to be a success,
• promptly provide us with items that we need to supply the Services and meet the project schedule, such as complete and accurate information, content, access to third-party systems, Client Materials, or website traffic statistics,
• assist us in selecting appropriate keywords and keyword phrases to target and agree keywords and phrases to use in our work with you,
• grant access to relevant software including Google Ads campaign and Google Analytics,
• permit us to communicate with third parties connected to your PPC accounts and make changes to your PPC accounts,
• pay third parties connected with the PPC accounts,
• allow us to showcase our work with you, including using your logo on our website and use images, screenshots and case studies about you in our marketing.

‘Client Materials’ refers to all documents, content, information, items, materials, intellectual property and any other property in any form that you provide to us.

Where we require your feedback or approval and you do not provide it within 14 days, then we assume you have accepted or approved it. We will proceed with the Services and will charge you as planned.

Changes to the Services

If you want to change the Services let us know as soon as possible, ideally by email. We will prepare a revised Proposal covering changes to the Fees.

Once you’ve received our revised Proposal, let’s have a chat about anything you don’t like and then you (via your PM, if any) can agree to the new terms within 7 days. This will help keep the Services and Deliverables on track.

If you request additional services which are not within the scope of our proposal, then we will charge for those services on a time and materials basis, using our current rates.

We can increase our fees at the end of each term by giving you at least 60 days’ written notice. If you don’t accept the new fees then you can terminate this agreement as set out below.

How You Will Pay Us

Our Fees and how you will pay us (payment terms) are set out in our proposal.

We will arrange a direct debit for rolling contracts. Any initial payment or first instalment is non-refundable, whether or not we start to provide the Services.

If a payment becomes overdue, then:

• you will pay interest on late payments at an annual rate of 8%, and
• we can suspend providing the Services until you pay any outstanding fees in full.
• You will pay our reasonable fees for collecting any overdue invoices, including third-party collection costs and any court fees.

Sharing Information and Intellectual Property

Keeping Specific Information Confidential

We will both keep business-sensitive information confidential, except where required by law, the Project or Services, or where it is already publicly known. Please read our privacy notice.

Sharing Other Information Under Licence (Intellectual Property)

The Jargon: Please note when working with you we are using both background intellectual property and creating new intellectual property.

Essentially background intellectual property rights (Background IPR) are rights in intellectual property that is owned by or licensed to Yellowball, on property which is or has been developed independently of our agreement with you. That Background IPR may subsist in the Deliverables we develop or may be needed to allow you to receive and use the Services. Foreground intellectual property rights (Foreground IPR) means any rights in the Deliverables other than the Background IPR.

Intellectual property rights include copyright, trademarks and design rights. Licences under this agreement are royalty-free and non-exclusive and allow copying and using the items. If they are noted as non-transferable it means no-one else can take the benefit of that licence – to do so is a breach of those rights. Anyone granting rights under this agreement should check that they have the right to do so first.

If either of us become aware of any claim relating to these rights or the Deliverables, they should notify the other immediately so that we can both agree how best to protect our interests and safeguard our businesses.

Permission to Use the Deliverables: Unless our Proposal says otherwise, in relation to the Deliverables:

• We (and our licensors) retain ownership of all Background IPR
• Once our Fees for any Deliverable are fully paid, we will:
  • grant you licence to use any Background IPR that you need to enjoy the benefits of that Deliverable, and
  • assign all Foreground IPR in that Deliverable to you; and
• You will (following its assignment) grant us a licence to use any Foreground IPR in the Deliverables for reference and training purposes only within our business.

Permission to Use the Client Materials: You (and your licensors) retain ownership of all intellectual property rights in the Client Materials. You grant us a non-transferable licence to copy and modify them so we can provide the Service and Deliverables. You will be liable for any costs we incur in using the Client Materials such as claims for breach of third-party intellectual property rights. Please also see the Partnership Agreement for more information about when you will provide and how we can use the Client Materials.

Resolving Issues

We want you to be delighted with the Services and our work with you. If you are, we’d like to use your business name and logo to create marketing materials for our portfolio.

If you are unhappy or dissatisfied, please get in touch and let us know, so that we can work with you to improve things. If we fail to deliver the original Deliverables or Scope of Work, we will continue to make changes and iterations free of charge until those Deliverables have been met.

If either of us have a complaint or dispute arises relating to our work together, we will both try to resolve it by negotiation. Where it cannot be resolved amicably, the English courts have jurisdiction and enforcement powers. The laws of England and Wales apply.

In the unlikely event that we don’t meet our obligations under this agreement, our total liability is limited (where the law allows) to an amount equal to the Fees you have paid in the preceding 12 months. We will not be liable for any indirect loss such as loss of profits, loss of sale or revenue, loss of projected savings, or loss of data related to our Services or the Deliverables.

How This Contract May End

If either of us are in serious breach of this agreement or the Partnership Agreement (eg you stop using our Services for more than 365 days, fail to reply to our requests for information, refuse to pay our invoices; or we don’t provide the Services or Deliverables), the other may end this agreement by giving 30 days’ notice to the other.

Either of us can end this agreement by immediate notice if the other is insolvent.

These services are provided on a 3-month rolling contract term. If you want to stop the term from automatically renewing for a further fixed term, you must give us at least 60-days’ notice to end on or before the end of that term so that we can cancel the direct debit and stop further charges. If your notice is late, the contract will continue for another term.

Once the agreement ends:

• we will stop providing the Services with immediate effect,
• all non-perpetual licences will cease,
• you will pay us any outstanding fees and (unless we are in breach) we will invoice you for Services already delivered but not yet invoiced,
• we will (on request) return any Client Materials not already used once all outstanding fees have been resolved.

Any notice should be sent by email and becomes effective at 6pm on the business day after dispatch. A copy of any notice relating to disputes or ending this agreement should also be sent by first class signed-for post on the same day as the related email.