Service Level Agreement

There will be a .pdf Service Level Agreement very similar to this that will need to be signed before any work is started from Search Envy, LLC.

Table of Contents

General Terms and Conditions

  1. Search Envy Standard Business Hours: Monday – Friday, 7 am to 4 pm, excluding Search Envy’s holidays.
  2. Status reporting: Bi-weekly or monthly status reports will be provided by Search Envy and submitted to Client for services performed. Monthly status reports will be discussed by Search Envy with Client to ensure that the Client is aware of any issues and can provide insider strategy.
  3. Procurement of software or hardware: All software or hardware required for Search Envy’s use to support Client’s service requests will be the financial responsibility of Client. The Client will be invoiced accordingly for any software or hardware acquired on behalf of Client.
  4. On-call Support: Search Envy’s support managers are not required to be on call. Any service request that Client requires to be performed outside of Search Envy’s Standard Business Hours will be billed accordingly.
  5. Access: Client agrees to allow Search Envy to access their website, Tag Managers, Analytics, Advertising Platforms, Server Access, and other necessary credentials to conduct services 5 business days before the launch date.
  6. Privacy: Search Envy is committed to protecting privacy for Client and Visitors of the Clients website. Search Envy may see or collect personal information when users visit Client website or fill out forms. Search Envy will never knowingly sell Client or users’ information to anyone.
  7. Amendment: Amendments to this SLA would require the approval of Client and Search Envy and must be in writing.
  8. Billing: Billing for services provided under this SLA will be accomplished through direct billing to Client under the terms and conditions outlined in the Fee Structure set forth above.  Payment for monthly Pay Per Click (PPC) services will be paid in four equal installments over the first four Mondays of each month. Payment for Search Envy non-PPC services and products are paid in full prior to the monthly Launch Date of Services. Credit Card payments will be subject to a 3% service charge. Invoices for third party costs will be billed by Search Envy in the first invoice issued which must be paid in order to start the Project. Invoices for third-party costs not reflected in this Contract.
  9. Dependence on Other Organizations: Search Envy is dependent on other internal groups within Client for services (i.e., help desk, database services, etc.), and external suppliers (i.e., Apple, Google, etc.) in providing application support services to Client. Client will manage the interface into those suppliers as it relates to the provision of services under this SLA.
  10. Renewal: Reoccurring packages under this SLA will automatically renew on the expiration date with a rollover three month contract thereafter until canceled.  Cancellation must be made by providing at least 30 days written notice prior to the Renewal Date or as provided in the Termination Section. One time services will not automatically renew on the expiration date.
  11. Performance: Search Envy cannot guarantee performance partly due to the following circumstances:
    1. Search Envy does not control and cannot predict search results and algorithms for any search engine (ie Google, Bing, etc). Search engines update algorithms, many times without disclosure or explanation of how these algorithms are created or altered.
    2. Search Envy cannot guarantee conversions of any sort from traffic. The decision to convert is completely up to the user customer / site visitor / viewer, and not decided by Search Envy.
    3. Search Engine Optimization (SEO) is controlled by search engines, not Search Envy. While Search Envy takes pride in staying up to date on the best SEO practices, Search Envy does not control changes, updates, or alterations in the algorithms used to rank your website.
  12. Proprietary Methods: To continue offering the best service available to our clients, Search Envy may not share proprietary methods used to achieve the results. This includes any tools, techniques, or services deemed proprietary by Search Envy.
  13. Liability: Search Envy will not be responsible for website downtime, or reporting downtime, that was caused by a hosting issue or any other changes made to the website by the site owner or a third party. The services and work of Search Envy are sold “As-Is.” There are no warranties associated with the services or work of Search Envy.
    THE MAXIMUM LIABILITY OF SEARCH ENVY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND AFFILIATES TO CLIENT, FOR DAMAGES FOR ANY AND ALL CAUSES OF ACTION AND CLIENT’S MAXIMUM REMEDY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL BE LIMITED TO THE CONTRACT PRICE.
    In no event shall Search Envy be liable for any lost data, lost profits, business interruption or for any indirect, incidental, special, consequential, exemplary or punitive damages arising out of or relating to the services provided and work produced by Search Envy.
    Client agrees that it shall not hold Search Envy or employees liable for any incidental or consequential damages which arise from Search Envy’s failure to perform any aspect of the Project in a timely manner, regardless of whether such failure was caused by intentional or negligent acts or omissions of Search Envy or a third party.

Termination

Either party may terminate this Contract upon the other party’s default of any material obligation under this Contract, provided that the terminating party will first deliver to the other party written notice specifying the nature of the material default. If after 30 days after the notice of default, or in the case of Nonpayment after 10 days after date of default, this Contract may be terminated.

Any unexpected event or delay caused by Client or Third Party does not constitute a breach of contract under this Agreement.

In the event that Client terminates this Contract after commencement of work, for any reason, Client will pay Search Envy for all hours worked up to the date of termination at Search Envy’s Standard Hourly Rate. Search Envy is entitled to retain the full amount of the first nonrefundable payment made according to the Fee Structure. Client will be notified of the value of work performed. Should the value of work performed be greater than any payments made, Client will be billed accordingly and this amount will be due immediately.

Prior to payment from Client, Search Envy will retain all ownership of work. Upon receipt of the complete payment, Search Envy will tender all ownership of work performed up to the termination date to Client.

Miscellaneous

Modification. This Contract may not be altered unless the modification or alteration is in writing and signed by both parties.

Search Envy warrants that all Services under this Contract shall be performed in a professional manner. Search Envy represents and warrants that it will comply with all relevant laws in fulfilling its responsibilities under this Contract.

Search Envy will act in Clients best interest, to the best of Search Envy’s ability, within the scope of this SLA.

Client should be available for collaboration, consultation, and approvals within a reasonable time. Client shall be responsible for the coordination of any other decision-making parties, including working with past marketing agencies.

Confidential Information. Each party, its agents and employees, shall hold and maintain in strict confidence all confidential or proprietary information. Neither party shall disclose confidential or proprietary information except as may be necessary to perform its obligations under this Contract or as may be required by a court or governmental authority.

Mediation. If a dispute arises out of or relates to this Contract, and if the dispute is not settled through negotiation, the parties agree first to try in good faith to settle the dispute by mediation before resorting to arbitration, litigation, or some other dispute resolution procedure.
The process shall be confidential based on terms acceptable to the mediator and/or mediation service provider.

No Hiring. The Parties acknowledge that each Party’s continuing relationship with their respective employees is an essential part of their business. Accordingly, for the term of this Agreement, plus 18 months thereafter, unless it has received the other Party’s prior written consent, both Parties agree not to solicit for employment or to hire, or to enter into any consultancy or similar agreement with any person who was an employee of the other Party during the term of this Contract.

Acceptance of one of our Service Level Agreements

All services and pricing listed in the aforementioned are estimates based on Search Envy’s understanding of the Project provided by the Client.

Any new information regarding the execution of the tasks set forth in this Service Level Agreement may impact the timeline and estimated fees stated.