Service Agreement
1. Service
The services can be divided into two parts, the setup services and the ongoing management services.
Both types of services are detailed below:
As part of the setup services, SOLARXPRESS will:
Setup, prepare and thoroughly test the Facebook advertising campaign before going live.
This will be done by:
Setup Facebook Business manager
Optimize Facebook Business Page
Setup Retargeting Campaigns
Setup Marketing Automation System text & email
Setup Call Tracking
Create Custom Made Ad Campaigns (Copywriting, Images, Audiences and Ads)
Setting up custom solar xpress call center protocols
As part of the monthly ongoing management services, SOLARXPRESS will: Manage and optimize the ongoing Facebook advertising campaign. And call up leads
This will be done by:
Manage and optimize the Facebook campaign daily
Manage and optimize the retargeting campaigns daily
Forward leads (calls & opt-ins) to client
2. Client Requirements
Client agrees to provide the following items in the time frame stated
Provide required intake info requested through on-boarding call or survey.
Completed all onboarding protocols listed in the email
After 30 days of no contact from Client to SOLARXPRESS, SOLARXPRESS will assume Client is no longer in need of SOLARXPRESS ’s services, and SOLARXPRESS may terminate the Agreement; in this event, all unpaid fees will be due and collectable at the time of termination.
3. Compensation And Payment
3a. Set up Fee: Set-up fee has been waived
3b. Ongoing Management: For the Services described in Section 1G-J, the client will pay to SOLARXPRESS £1399 per month for ongoing management per advertising campaign location. The fee will be due every month and will be automatically deducted from your payment method on file each month. The management fee does not include the ad spend to the advertising platform. Also the client must spend a minimum ad spend of £1000 per month to guarantee and get the best results.
3c. The following provision applies to the authorization of repeated credit or debit card authorizations, only: Right to cancel: The Client has the right to cancel this Agreement until midnight of the third (1st) business day after it is signed and executed. The client may cancel this agreement by emailing a notice to cancel@solarxpress.pro before midnight of the first business day. A notice of cancellation sent after this deadline may be deemed invalid at the sole discretion of SOLARXPRESS
4. Term
4a. This Agreement will commence on the effective date first set forth above and will continue for a minimum period of [120 DAYS], regardless of the Client’s delivery of content, and then will continue on a month to month basis unless otherwise terminated by SOLARXPRESS or Client or unless otherwise agreed to by SOLARXPRESS and the Client.
5. Termination
5a. This agreement may not be terminated prior to after the signed date shown above by either party. In the event that the Client desires to terminate the Services hereunder, the Client must submit a written request to SOLARXPRESS at least seven (7) days prior to the desired date of termination. Written requests to terminate may be made by mail or e-mail. If Client chooses to terminate this agreement in writing, all monies owed to SOLARXPRESS will be due immediately and will be automatically charged to the Client’s payment method on file. Under no circumstances will SOLARXPRESS give refunds of the amount paid for the Services hereunder.
6. Ownership of Materials
6a. SOLARXPRESS shall retain the creative rights to all original materials, data and similar items, produced by SOLARXPRESS hereunder in connection with the Services under this agreement. All services and software used by SOLARXPRESS shall at all times be the sole property of SOLARXPRESS and under no circumstances shall Client have any interest in or rights to the title to such materials, or software. Client acknowledges that SOLARXPRESS may use and modify existing materials for Client’s benefit and that Client holds no rights to such materials.
7. Proprietary Information and Use of Materials
7a. Except as provided elsewhere in this Agreement, all information disclosed by one Party to the other Party, shall be deemed to be confidential and proprietary (“Proprietary Information”). Such Proprietary Information includes, without limitation, information regarding marketing, sales programs, sales volume, sales conversion rates, sales methods and processes, sales proposals, products, services, vendors, customer lists, training manuals, sales scripts, telemarketing scripts, names of investors, and customer information, operating procedures, pricing policies, strategic plans, intellectual property, information about a Party’s employees and other confidential or Proprietary Information belonging to or related to a Party’s affairs. The receiving Party acknowledges and agrees that in any proceeding to enforce this Agreement it will be presumed that the Proprietary Information constitutes protectable trade secrets, and that the receiving Party will bear the burden of proving that any portion of the Proprietary Information was publicly or rightfully known and disclosed by the receiving Party. The Parties, their employees, subsidiaries, affiliates, agents, and assigns agree to hold all Proprietary Information, regardless of when or how disclosed, in strict confidence and with not less than the same degree of care that they provide for their own confidential and proprietary information. The Parties warrant and represent that the degree of care contemplated herein is adequate and the Parties will take any and all steps reasonably necessary to preserve such Proprietary Information.
7b. Nothing in this Agreement shall prohibit or limit the receiving Party’s use of information that can be demonstrated as: (a) previously known to the receiving Party, (b) independently developed by the receiving Party, (c) acquired from a third party not under similar nondisclosure obligations to the disclosing Party, or (d) acquired through the public domain through no breach by the receiving Party of this Agreement.
7c. License. Client grants SOLARXPRESS a limited, nontransferable, nonexclusive license to copy, use, store, set up, publicly display, publicly perform and transmit any trade names, trademarks, service marks, copyrights, content, text, images, software, functionality, page and other design and layout, media and other materials therein and solely in connection with creation of the Campaign and direct response marketing in accordance with this Agreement. Other than as specifically provided herein, the Parties, their employees, subsidiaries, affiliates, agents and assigns, shall make no disclosure of any Proprietary Information without the express written consent of the other Party. In addition, neither Party shall use the Proprietary Information for any purpose other than purposes related to their business relationship as laid out in this Agreement. In the event that the receiving Party is required by applicable law, rule, regulation or lawful order or ruling of any court, government agency or regulatory commission to disclose any Proprietary Information, the receiving Party understands that the disclosing Party may desire to seek an appropriate protective order or take steps to protect the confidentiality of such Proprietary Information. Consequently, the receiving Party agrees that it will provide the disclosing Party with prompt notice of such request(s).
7d. Portfolio Release. Client agrees that SOLARXPRESS has the right to use materials created pursuant to this Agreement for SOLARXPRESS’s portfolio, samples, self-promotion including advertising for SOLARXPRESS’s business including without limitation Facebook or Instagram, or any other social media platform. In the event Client wishes to exclude some specific materials from the release under this paragraph, or to limit the time period of such release, SOLARXPRESS and Client may agree in writing to such limitation.
7e. Remedies. The Parties acknowledge that the Proprietary Information exchanged is valuable and unique and that disclosure in breach of this Agreement will result in irreparable injury to the adversely affected Party, for which monetary damages, on their own, would be inadequate. Accordingly, the Parties agree the adversely affected Party shall have the right to seek an immediate injunction enjoining any such breach or threatened breach of the Agreement.
8. Additional Services
8a. All services outside the scope of this Agreement that are requested by the Client and which SOLARXPRESS agrees to perform will be billed at a rate of [$200] per hour. Client will be notified and must approve in writing (email is sufficient) additional services before they will be performed, although SOLARXPRESS may not necessarily be able to inform Client in advance of the total cost of such additional services. Client will also be given opportunity to purchase additional services at package rates, when deemed appropriate by SOLARXPRESS.
8. Additional Services
9a. SOLARXPRESS shall not be liable for any incidental, consequential, indirect or special damages, or for any loss of profits or business interruptions caused or alleged to have been caused by the performance or nonperformance of the Services. Client agrees that, in the event SOLARXPRESS is determined to be liable for any such loss, Client's sole remedy against SOLARXPRESS is limited to a refund of payments made by Client for said Services, less expenses paid to subcontractors or to third parties. SOLARXPRESS is not responsible for errors which result from faulty or incomplete information supplied to SOLARXPRESS by Client. Client also agrees to not seek damages in excess of the contractually agreed upon limitations directly or indirectly through suits by or against other parties. SOLARXPRESS shall not be liable to Client for any costs, damages or delays due to causes beyond its control, expressly including without limitation, unknown site characteristics; changes in policies, changes in terms of services.
10. Handling of Disputes
10a. The Parties agree that any dispute regarding this Agreement, and any claim made by Client for return of monies paid to SOLARXPRESS , shall be handled in accordance with applicable State and Federal laws. Specifically, if Client cancels credit card payments after the three day cancellation period permitted by law and outlined in this Agreement, this Agreement is immediately terminated, and SOLARXPRESS reserves the right to dispute such cancellation and pursue Client for monies owed to SOLARXPRESS for services already performed but unpaid by Client due to such credit card cancellation. Client agrees that, regardless of whether Client is ultimately successful in any credit card cancellation dispute, it is liable to pay SOLARXPRESS for the work already performed as of the time of the cancellation request, at an hourly rate of $200 per hour for all hours spent on Client’s project. SOLARXPRESS will provide Client with an itemization of hours spent within a reasonable time upon the request of the Client and payment will be expected in full within 30 days from the date such itemization is provided. If Client does not pay for such hourly work upon SOLARXPRESS ’s demand and within 30 days, SOLARXPRESS reserves the right to initiate an action in court for breach of contract, regardless of the previous outcome of any credit card cancellation dispute. Additionally, if SOLARXPRESS is successful in any credit card cancellation dispute, SOLARXPRESS reserves the right to pursue Client for the costs SOLARXPRESS had incurred in disputing or defending such credit card cancellation, including but not limited to the lost business profits in the form of time SOLARXPRESS and its representatives spent handling such dispute, at SOLARXPRESS ’s hourly rate of $200.
11. Guarantee
11a. In the event that SOLARXPRESS fails to deliver a minimum of 60 "premium leads" within three months from the initial advertisement launch date, as defined by leads provided by SOLARXPRESS, the client shall be entitled to a full refund of the fees paid, excluding any ad spend. The determination of whether a lead qualifies as "premium" shall be at the sole discretion of SOLARXPRESS. This refund shall constitute the sole and exclusive remedy available to the client in connection with the guarantee.
This clause ensures that if SOLARXPRESS does not meet the specified lead guarantee, the client is entitled to a refund of fees, excluding ad spend, based on the defined criteria of "premium leads" provided by SOLARXPRESS.
11b. If guaranteed results aren't achieved , up to £5000 of adspend can be refunded
12. Communications
12a. Client agrees the communication is to be via email, the email address to use is support@solarxpress.pro and SOLARXPRESS Slack. If the Client wishes to speak on the phone, the Client should send an email to SOLARXPRESS stating that you would like to schedule a phone call and SOLARXPRESS will work with the Client to arrange a time. SOLARXPRESS ’s office hours are 8am-5pm Central European Standard Time. SOLARXPRESS typically responds to email within 24-48 hours excluding weekends and standard public holidays.
13. Entire Agreement
13a. This Agreement is the final, complete and exclusive Agreement of the Parties. The client will be informed of any updated forms of this agreement 1 week before it comes into effect and the client may leave the agreement if they do not agree with the updated agreement at their digression.
14. Severability
14a. If any provision of this Agreement shall be held to be illegal, invalid or unenforceable, such provision shall be fully severable, and this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this Agreement, the remaining provisions of this Agreement shall remain in full force and effect.
15. Headings
15a. The headings used in this Agreement are for convenience only and shall not be used to limit or construe the contents of this Agreement.
16. Interpretation and Enforcement
16a. The parties understand and agree that the construction and interpretation of this Agreement is governed by the laws of the United Kingdom. In the event that either party must initiate legal action to enforce this Agreement, the Parties agree that the proper venue for such action shall be the supreme court of the United Kingdom.
