Terms of Contract

Last updated: 8th February 2022

For purposes of these The9tynine Client Terms and Conditions (“Terms”), “The9tynine”, “we” “us” or “our” refers to The9tynine, and “Client,” ” “you” or “your” “they” “them” refers to the client. Please read these Terms carefully since they, along with your signed Proposal (hereinafter referred to as “Service Agreement”) and any Change Orders/ requests, represent your entire agreement with The9tynine (hereinafter referred to as “Agreement”). You agree to be legally bound by these Terms by hiring The9tynine to offer services to you.

The9tynine reserves the right, at any time and in its sole discretion, to update or modify these Terms by posting the revised Terms on our website at https://the9tynine.com/terms-of-use/. Unless otherwise indicated, any changes, adjustments or modifications will take effect immediately after they are posted on the website, and your continued use of The9tynine’s services after that time will represent your acceptance of such changes or modifications.

A. Services

  1. The9tynine shall offer the marketing services, campaigns, advertising, and programmes (collectively, the “Services”) as requested by the client. This is expressly made subject to the Terms as stated in the proposal sent by The9tynine to the Client. 
  2. The proposal confirms client requests and the terms and restrictions indicated therein are executed by both Parties. If there is a discrepancy between these Terms and the provisions of the Proposal, the terms of the Proposal will take precedence. 
  3. The client agrees and recognises that the Services may be delivered through third-party vendors and/ partners and employees of The9tynine. 
  4. The client agrees and acknowledges that the Services may be contingent on the9tynine receiving certain information, content, and materials from them on a timely basis. 
  5. The9tynine will decide on the method, details, and methods of providing the Services. The client is responsible for implementing any suggestions, HTML code, server-side code, sitemaps, and/or material given by The9tynine in connection with the Services, as applicable. These recommendations by The9tynine, and the implementation by the client may include optimizing or modifying specific web pages, changing web server configurations, site navigation, or content management system. 
  6. The client will be responsible for uploading/applying the requisite webmaster (“Validation Keys”) required to monitor the website(s) on the respective search engines (Google, Bing, Yahoo etc), in addition to implementing coding suggestions.

B. Point of Contact

  1. The9tynine requires at least one point of contact from the client for regular communication. This person will be in charge of providing relevant and required client’s data, files of content needed for The9tynine to provide its services. 
  2. The client’s representative will also attend calls or meetings with The9tynine to discuss the project’s status, impediments and deliverables. Also, The9tynine expects the client’s representative to facilitate internal communications with his/her team where necessary in cases where our deliverables are dependent on them. 
  3. The9tynine will proceed with work approved and authorized by the client’s representative and the client shall be responsible for payment for such services.

C. Deadlines

  1. The client is responsible for fulfilling any time requirements related to The9tynine’s performance of the deliverables. These may include, but are not limited to, content and/or approval deadlines. 
  2. The9tynine is not liable for late deliverables caused by the Client’s inability to satisfy The9tynine’s time deadlines. The client also understands that if it changes the scope of a project, requests additional deliverables, or requires revisions to work delivered beyond what was specified in the Service Agreement/ Proposal during the course of the project, this will affect the deadlines specified at the start of the project, and The9tynine will not be considered to have failed to meet the deadline specified in the original Service Agreement for that project.

D. Content

  1. The client is responsible for providing all content necessary for The9tynine’s performance of the deliverables or service packages, including but not limited to logos, written copy, photographs, music, videos, fonts, and/or other materials, unless otherwise specifically stated as part of the deliverables in the Service Agreement. 
  2. The pricing reflected in your Service Agreement with The9tynine assumes that content will be readily provided to The9tynine in the format(s) specified by us. 
  3. The9tynine will not be required to pull content from another website(s) belonging to the client, follow up with prior vendors of the client, find content from third party sources, or otherwise spend time obtaining, aggregating, or organising content on the client’s behalf. 
  4. The client is required to provide Logos, logos, and/or photographic images in an electronic-acceptable format, such as a high-resolution jpeg. / png. files through mediums specified by The9tynine.
  5. The provision of images, videos, logos, written copy, photo editing, and other content by The9tynine that was not initially indicated in the Service Agreement will attract additional costs which will be communicated to the client upon demand. 
  6. If Client is responsible for but has failed to provide written content to The9tynine in order for The9tynine to perform the services under this Agreement, and The9tynine must therefore obtain written content from other sources, The9tynine disclaims any warranties regarding the accuracy and reliability of any such information. 
  7. The client declares and acknowledges that it will be entirely responsible for evaluating the accuracy of any written content given by The9tynine in connection with the provision of the deliverables before adoption and publication. The client is responsible for ensuring that the material is factually correct and not deceptive or misleading.
  8. Where The9tynine has committed to create a website, video, web, mobile or social media application, email template, or other deliverables, such items may necessitate the purchase or licencing of typefaces, pictures, background music, video clips, APIs, plug-ins, or other items from a third party. The cost of this is NOT included in the pricing outlined in your Service Agreement with The9tynine. The client may acquire or licence such things on their own, or The9tynine may do so on the Client’s behalf. If the Client does not specify that it wants to licence these goods on its own, The9tynine will presume that it does and will charge the client for the same.
  9. Third-party materials licenced by Client (or The9tynine on Client’s behalf) from a third party to be put in deliverables developed by The9tynine for the client will not be owned by the client. The client should not reuse such content in other materials or products, such as print materials or promotional items, or otherwise use such content in a manner that is inconsistent with the third party’s licence restrictions for such usage. The9tynine shall provide the client with a list of third-party content utilised in the deliverables, as well as the source(s) of that content, upon request, so that the client can assess the licencing requirements connected with that content.

E. Design and Development

  1. If the Client has contracted The9tynine to design a website, mobile site, email template, or the like, unless otherwise clearly indicated as part of the deliverables in your Service Agreement with Th9tynine.
  2. We will provide two home page designs for the Client to select from. Extra designs are available only with additional charges. In the event of online and/or mobile sites, after the client has chosen the design it wants to utilise as the home page, the Client will be offered one round of adjustments to that design. 
  3. After those changes are done, The9tynine will create one subpage template that will have the same look and feel as the home page. The client will only be offered one round of adjustments to the subpage template.
  4. Please keep in mind that the same subpage template will be maintained for all of the site’s other pages. Additional modifications or template designs beyond those listed above will attract additional costs to the client.

F. Authorization

  1. The client hereby expressly authorises The9tynine to act on its behalf in connection with the provision of Services as stated under the Service Agreement. This authority includes, but is not limited to, the ability to order Services from third parties. 
  2. To prevent ambiguity, the client gives The9tynine all rights required for The9tynine to support the supply of the Services to the client under the service agreement with The9tynine. 
  3. Unless otherwise stated by the client, the client shall direct any communications regarding the Services to The9tynine. The client agrees to comply with all reasonable demands made by The9tynine in order for the Services and deliverables to be provided.

G. Scope Modifications

  1. If the Client demands extra work that was not originally included in the scope of the Service Agreement, the Client will be liable for all extra costs. 
  2. Additional designs, additional rounds of revision, additional copyrighting/edits, modifications to website/web application functionality, additional video edits, the inclusion of plug-ins or other technological capabilities are instances of scope adjustments. 
  3. If a Change Order form or modification to the Service Agreement for the change in scope is not completed, the Client’s emailed or verbal request for any work not included in the initial scope of the Service Agreement will be considered a change order request for which payment will be needed.

H. Third Party Service Providers and Materials

  1. The client agrees that The9tynine bears no responsibility or liability for the performance, policies, or actions of third-party digital marketing networks such as search engines, display networks, social networks, or directories. 
  2. The client acknowledges that third-party digital marketing networks may, at their discretion, remove listings, suspend accounts, impose additional requirements or terms and conditions, or implement a policy that may affect the Services. 
  3. The client acknowledges and agrees that The9tynine is not liable or responsible for any of the aforementioned.
  4. The client acknowledges that The9tynine cannot guarantee the particular delivery or placement of any creative/advertising materials or content in relation to the Services.
  5. All third-party costs, including but not limited to domain name purchases and renewals, website hosting fees, ESP (email service provider platforms) such as Mailchimp or Hubspot, Crisp etc.  CMS (content management system) licences such as WordPress or Wix, social media advertising platforms (Facebook, Instagram, LinkedIn etc,) Search Engine Marketing channels (Google), and SMS messaging platforms, will be billed to the client. 
  6. Where The9tynine has purchased licences from third parties on Client’s behalf and Client wishes to terminate the arrangement prior to the expiration of the term required for same, Client shall be responsible for all applicable cancellation fees imposed by those third parties.
  7. Ownership of these materials shall be retained by the owners in compliance with their Terms and Conditions, licencing agreements, or other applicable provisions. The9tynine shall provide the Client with a list of third-party materials included in the products and other deliverable, as well as the source(s) of such materials, on demand.

I. Account Management and Recurrent Packages

  1. The client hereby expressly authorises The9tynine to act on its behalf in connection with the provision of Services as stated under the Service Agreement. This authority includes, but is not limited to, the ability to order Services from third parties. 
  2. To prevent ambiguity, the client gives The9tynine all rights required for The9tynine to support the supply of the Services to the client under the service agreement with The9tynine. 
  3. Unless otherwise stated by the client, the client shall direct any communications regarding the Services to The9tynine. The client agrees to comply with all reasonable demands made by The9tynine in order for the Services and deliverables to be provided.

J. Search Engine Optimization Services

  1. Regarding The9tynine’s SEO services, the client acknowledges that The9tynine has no control over search engines’ policies and ranking algorithms regarding the types of sites and/or content that they accept now or in the medium to long term. 
  2. Link schemes, link swaps, and purchasing links can all have a detrimental influence on your site’s results. The9tynine accepts no responsibility for the Client’s decision to link to or get a link from any particular website without prior consultation, nor does The9tynine accept responsibility for ranking, traffic, or indexing concerns linked to such penalties.
  3. The9tynine is not liable for changes made to the website by third parties that have a negative impact on the site’s visibility in search engine results.
  4. A Client’s website’s ranking or deindexing from any search engine or directory may occur at any time, at the sole discretion of the search engine or directory.
  5. The9tynine does not promise specific ranks or search engine results page positions for any given keyword, phrase, or search term due to the difficulty of some keywords/phrases, continuing algorithm updates, and other competitive considerations.
  6. Because search engines rank pages over time, we cannot promise that the rankings and traffic of new websites (or pages) will improve in a specific period of time.
  7. The9tynine’s SEO technique takes at least 2-4 months to provide noticeable results. During this period, we will review and optimize the client’s site. Consistent ranking results may take up to 5 – 12 months to reflect.
  8. The9tynine gives no guarantee/warranty of project schedules or additional expenditures if SEO work is destroyed in whole or in part, consciously or innocently, by anyone other than The9tynine or without previous consultation with The9tynine.
  9. The9tynine is not liable if the Client or any of its affiliates overwrite SEO work. The Client is charged additional costs for re-constructing and re-optimizing content/web pages.

K. Digital Advertising/ Campaign Services

  1. The9tynine takes no responsibility for the policies of advertising networks, directories, third-party search engines, or other websites to whom The9tynine may send content classification or kind, whether now or in the future. 
  2. The9tynine makes no guarantees about position, consistency, or precise placement for any sponsored search keyword, term or phrase. The client recognises that The9tynine’s previous performance is not necessarily an indication of future outcomes.
  3. The client acknowledges that advertising campaigns may be subject to the regulations and procedures of the specific advertising network. Changes to these policies may need more resources being utilised by The9tynine in order to comply with these changes. Such additional changes may attract extra costs on the client. 
  4. For an undetermined period of time, any advertising networks, search engines, directories, or other resources may restrict, block, prohibit, or otherwise cease accepting contributions. The Client agrees that The9tynine is not liable for this.
  5. Any forecasting data presented to the Client are projections based on industry expertise and estimations from advertising networks.
  6. When relevant, Third Party Ad Server tags will be applied to ensure that they are fully functional for generating performance data and reports. The9tynine cannot be held accountable for reporting accuracy unless it is able to apply suitable tagging on all digital assets
  7. If the Client has hired The9tynine to run digital online advertising/ campaign (Ads) on its behalf, The9tynine must obtain payment before the online advertisement or campaign commences.
  8. The9tynine will submit an invoice for Ads budget and management before the media the ads are configured and sent for approval.
  9.  If The9tynine does not receive payment for both the Ads budget and costs, it may terminate or pause the the process until payment is received.
  10. Any changes to the Advertising Budget must be communicated in writing via email by the client and accepted in writing via email by The9tynine. 
  11. Modifications to the advertising budget must be filed and accepted in line with the preceding clause at least three (3) working days prior to the start of the applicable month. 
  12. Unless the parties agree differently in writing, the Advertising Budget based on the modification requests shall be designated as the Advertising Budget for the Term.
  13. If Client wishes to cancel any Ad or Campaign while it is running / before the date configured,  Client explicitly acknowledges and accepts to bear the costs  for the duration of time when the ad was active.
  14. The Client authorizes The9tynine to use, reproduce or modify the client content including but not limited to written or visual content provided toThe9tynine by the Client for the provision and completion of its services.
  15. All pre-existing trademarks and copyright material, remain the Client’s property and is in their sole rights and ownership. 
  16. The Client shall not own or claim ownership of any licenced commercial components or materials from third parties that are included in the deliverables provided for the Client.

L. Web development and Optimization Services

  1. The9tynine shall assign to the Client all ownership rights to the front end design of any website, web, or mobile applications upon completion of the deliverables and conditional upon full payment of all service charges, costs, and expenses due.
  2. Where applicable The9tynine will retain ownership of all custom back-end programming while The Client, shall be granted a worldwide, royalty-free, non-exclusive, transferable, and right and licence to the programming, including the right to alter, amend, and change the programming. 
  3. If the client wishes to move its website/web application to a different server/host other than the original hosting source, the client will be given access to port the site over.
  4.  The client acknowledges that sites may not port over to certain servers and/or the site may lose certain functionalities on certain servers. The9tynine is not liable for this. 
  5. If the site requires further programming to be ported to a different server/host, or if The9tynine is needed to participate in substantial consultancy to aid with the transfer, the Client is expected to pay for this service.
  6. All the terms stated in the Contect section (D) are applicable to any content provided with the web/ Application development service.

Contact Us

Please contact us via cc@the9tynine.com if you have any queries regarding our Terms of Contract.