Dear [Client Name],
I am pleased to set out for your approval the arrangements under which The Digital Elite
(“TDE”) proposes to work with ACME Corp Limited ("ACME Corporation", the
“Client” or “you”).
So that TDE is able to assist you effectively, please ensure that you have considered fully
both this engagement letter, as well as our standard contract terms below, and that you are
satisfied the scope of services described below is sufficient for your needs.
As we have previously discussed, TDE are initially being engaged to provide support including [scope of work]:
- Website Design
- Marketing Automation
- Application Design & Development
- Paid Advertising Expertise
- Other Online & Digital Support
The proposed costs will be [cost per month, cost per month, one-off cost].
I have included our standard services agreement below. Please do not hesitate to contact me should you have any questions.
I look forward to working together.
[Employee Title], The Digital Elite
The Digital Elite Services Agreement
Consultancy Services Agreement dated [Today's Date] between OTB Consulting Limited trading as The Digital Elite with a registered office at 22 Vincent Road, Cobham, Surrey, KT11 3JB (“TDE”) and [Client], with a registered office location at [Client Address] (“Client”), the “Agreement”.
This Agreement sets out the terms for the provision of consultancy services from TDE to the Client.
TDE shall provide the digital marketing services above as agreed between the parties, to the Client (“Services”).
In consideration of the fees, TDE shall provide the Services to the Client
[as a standalone project, with no continual rolling contract or Minimum Term.]
[for a period of 12 months beginning on 1st July 2016 and expiring on 30 June 2017 (“Minimum Term”). Thereafter the Minimum Term shall be automatically extended on a rolling monthly basis, until either party upon written notice terminates this agreement.]
The Client will pay TDE a minimum fee of [cost] exclusive of VAT for the Services for the duration of the Minimum Term (and any rolling extensions).
[Payment shall be on a monthly basis, effective [1st July 2016].
[Payment shall be within 60 days of invoice receipt].
4. Confidential Information
Both parties acknowledge that during the course of the Services, each party shall have access to confidential information in relation to the other party. This may include marketing and business strategies, pending projects and proposals, passwords and other proprietary information.
Both parties will endeavour to keep this information confidential, and take reasonable actions to protect the confidentiality of this information and not divulge any of it to outside parties (excluding sub-contractors that have entered into a consultancy agreement with the Client or TDE (as the case may be) and such consultancy agreements shall contain restrictions on divulging confidential information).
This agreement constitutes a contract for the provision of services and not a contract of employment. For the avoidance of doubt nothing in this agreement shall prevent TDE from being engaged in any other business and/or trade during the term of the Agreement.
6. Third party rights
The Contracts (Rights of Third Parties) Act 1999 shall not apply to this agreement and no person other than the Client and TDE shall have any rights under it.
7. Governing law & jurisdiction
This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales. The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation.
8. Third Party Services
As part of our consultancy services TDE may recommend and implement the products and services of third parties, including but not limited to software, websites, or technologies (together, "3rd Party Services"). As a predominantly consultancy service, TDE does not provide service level agreements in respect of such 3rd Party Services.
In the event the Client chooses to engage such 3rd Party Services (directly or via TDE, acting as a reseller) TDE does not provide any guarantee in respect of such 3rd Party Services. It the responsibility of the Client to verify on a regular basis that the 3rd Parties Services meet the Client's requirements.
TDE recommends that the Client ensure its data is regularly backed up and that a contingency plan is in place, in order to minimise losses as a result of any software failure. It is entirely the Client’s responsibility to maintain any 3rd party software, including, without limitation, security updates, back ups and patches.
TDE shall not be held responsible or liable for any loss or damage caused by the failure or use or misuse of 3rd Party Services.
Notwithstanding anything to the contrary TDE's total liability in respect of the aggregate of all claims applicable to any work undertaken by TDE shall be limited to the total amount paid to TDE in respect of such work undertaken by TDE (as set out above and in the relevant invoice/PO).
We look forward to working with you and would be grateful if, having considered the provisions of the engagement letter and contract, and concluded that they are reasonable, you will acknowledge receipt of this agreement and indicate your agreement to these arrangements by signing below.
Our Standard Support Hours are from 9.00 am to 5.00 pm Monday to Friday, except on days which are bank holidays in England.
Support can be accessed:
- Via your account manager
- Vi email to firstname.lastname@example.org
- By calling 0208 050 1385
We will respond to service related incidents and/or requests submitted by Customers within the following time frames.
Priority 1 (High)
Priority 1 Support is for critical service affecting issues such as service downtime. Priority 1 support should be requested via the phone only. We will respond within 1 hour.
Priority 2 (Medium)
Priority 2 Support is non service affecting, but important for the business to be resolved as soon as possible. We will respond within 48 hours.
Priority 3 (Low)
Priority 3 Support is for all other requests, including informational requests and advice. We will respond within 5 days, although usually much faster.