Master Service Agreement

PLEASE READ THIS Master Service Agreement CAREFULLY.

Our Master Service Agreement is a contract that governs our Client’s use of our services. Download a copy of this agreement here.

 

Introduction

WSI Bell Digital, a key component of the WSI World Network, excels in offering a diverse spectrum of digital services and solutions tailored to meet the evolving needs of our clients. This agreement delineates the terms under which we engage with our clients, highlighting our dedication to not just meet but exceed expectations through our comprehensive suite of services. Our affiliation with the global network underscores a commitment to harnessing collective insights and expertise, ensuring that our clients benefit from cutting-edge strategies and innovative solutions. Embracing change as a constant in the digital realm, we are dedicated to adapting our services to keep pace with technological advancements and market trends, ensuring our clients achieve their short-term and long-term goals with unmatched precision and excellence.

 

Our Commitment to You

At WSI Bell Digital, we value our clients and strive to provide exceptional service and support. We want you to count on us, and that is why we provide:

• Upfront Pricing: We offer clear and transparent pricing right from the start, so you always know what to expect.
• Month-to-month Terms: Enjoy flexibility with our month-to-month contract terms, giving you the freedom to adjust as your needs change.
• Easy Scope Changes: With 30 days' notice, we make adapting to evolving project requirements hassle-free, ensuring your goals are met effectively.
• Monthly Status Reviews: Stay informed with regular check-ins every month to track progress and make data-driven decisions.
• Fixed Rates for Two Years: Lock in your budget with fixed rates guaranteed for two years from the time of signing with us, providing stability and peace of mind for your financial planning.

Thank you again for choosing WSI Bell Digital. We look forward to a successful partnership.

 

Definition of "Client"

Throughout these Terms of Service, the terms 'You' and 'Client' are used with distinct intention. 'Client' formally identifies any individual, company, or entity that engages with WSI Bell Digital, (alternatively known as WSI Bell Digital Strategy) or our parent company, RP Bell Marketing, LLC., for digital services and solutions. This term is utilized in contexts outlining rights, responsibilities, and formal obligations under this agreement.

Conversely, 'You’ directly addresses the same individuals, companies, or entities in a manner designed to engage and guide through the provisions and instructions contained herein. This distinction aims to blend professional clarity with personal engagement throughout the document.

A "Client" relationship is recognized and established through one of two actions: the formal execution of a service agreement, as evidenced by a signature—whether physical or digital—or through the initial payment for services provided by WSI Bell Digital. Such acknowledgment of the agreement, whether by signing or payment, indicates the Client's (or ‘Your’) acceptance of these Terms of Service and an agreement to adhere to its stipulations.

 

Acknowledgement of Master Service Agreement

A Client contract, and these Master Service Agreement with WSI Bell Digital is considered acknowledged and in effect when a Client either:

1. Signs a service agreement directly with WSI Bell Digital, WSI Bell Digital Strategy, or RP Bell Marketing LLC.
2. Makes an initial payment for services provided by WSI Bell Digital, thereby implicitly agreeing to the terms laid out in this document and any accompanying proposals or service descriptions.

It is important to note that failure to make subsequent payments for services does not constitute a termination of this agreement or dissolve the established Client relationship. Termination of this agreement requires explicit written notice from either party, as outlined in the "Termination" section of these Terms of Service.

 

Responsibility of Client's Representatives

It is understood and agreed that any employees, agents, or representatives acting on behalf of the Client in engaging with WSI Bell Digital (also referred to as WSI Bell Digital Strategy) or our parent corporation, RP Bell Marketing LLC., are bound by the provisions of these Terms of Service. The Client guarantees that their representatives will be made aware of and comply with these terms as if the Client themselves were taking the actions or making the decisions.

This includes, but is not limited to, the submission of requests, approval of proposals, receipt of notices, and making of payments. The Client is responsible for any and all actions taken by their employees or representatives in relation to the services provided by WSI Bell Digital and must ensure that such representatives act within the scope of their authority as conferred by the Client.

The Client further agrees to indemnify and hold harmless WSI Bell Digital from any breach of these Terms of Service by their representatives. This indemnification includes any liabilities, losses, damages, judgments, charges, and expenses incurred by WSI Bell Digital as a result of such a breach.

 

Who are we?

For the purposes of this agreement, and our relationship with our Clients, the names "WSI Bell Digital" and "WSI Bell Digital Strategy" are used interchangeably and refer to corporate entity RP Bell Marketing LLC. Either designation embodies the full legal entity and operational body providing services under this agreement. All references to WSI Bell Digital or WSI Bell Digital Strategy within this document, in communication, or in any related documentation should be understood as referring to RP Bell Marketing LLC, without distinction or difference in obligations, rights, and responsibilities.

 

About this Agreement

We’ve aimed to keep these terms as readable as possible, but in some cases for legal reasons, some of the language is necessarily “legalese”. By receiving the Consulting Services, You are agreeing to these terms.

We update these terms from time to time. If You would like to be added to the mailing list for change notification, please email pamela@wsibelldigital,com. 

 

Duration and Fees

 

• The services under this agreement are provided monthly, with automatic renewal each month unless terminated by either party with one month's written notice.
• Fees for services by WSI Bell Digital are outlined in the proposal. Payments are due within 30 days of invoice receipt unless otherwise specified.
• At our sole discretion, WSI Bell Digital reserves the right to immediately suspend services without notice if any invoice remains unpaid for more than 60 days from its due date.

Payment Terms

 

• Invoices: As a retainer-based service provider, Client will receive a monthly invoice in advance for the agreed-upon services. This invoice will cover the retainer fee for the upcoming month, detailing the scope of services included. Any additional charges incurred beyond the scope of the retainer will be invoiced separately, detailing the fees and the billing period in which these charges were accrued.
• Invoices Delivery: Invoices are delivered via email from WSI Bell Digital.
• Payment Method: Payments can be made via bank transfer, credit card, check or any other method mutually agreed upon by both parties.
• Payment Allocation: Payments received will always be applied in order to the oldest outstanding invoice(s) to help manage and reduce the overall balance due.
• Late Payments: A late fee of 5% per month will be applied to balances more than 30 days overdue. Repeated late payments may result in the suspension or termination of services.
• Delinquent Accounts: Accounts delinquent for more than 60 days grant WSI Bell Digital the discretion, and without notice, to suspend the Client's online presence, including, but not limited to, the suspension of their hosting services where applicable.
• Disputed Charges: Client must notify WSI Bell Digital in writing within 15 days of the invoice date if disputing any charge, with a detailed description of the dispute. Both parties will work in good faith to resolve the dispute quickly.
• Refunds and Adjustments: WSI Bell Digital does not offer refunds on payments made. Any requests for adjustments will be evaluated on a case-by-case basis, but the granting of such requests is at the sole discretion of WSI Bell Digital.
  

 

Exceeding Scope

 

WSI Bell Digital takes pride in our dedication to assisting Clients in achieving their short-term and long-term goals, often going beyond the stated scope of our agreement to provide support where possible. This commitment reflects our ethos of delivering exceptional value and fostering strong Client relationships. However, it is important for Clients to understand that such additional support is provided at WSI Bell Digital's discretion and does not signify an ongoing obligation or alteration of the agreed-upon services.

Any work or services requested by the Client that exceed the initially agreed-upon scope will be subject to additional fees invoice hourly as outlined in the Rate Card. The Rate Card provides a detailed breakdown of the fees for various services and is effective as of the Last Modified Date of this agreement. Clients will be informed of any additional charges in advance, and these charges will be billed according to the payment terms specified in this agreement.

Our primary aim is to ensure Client satisfaction and success while also maintaining clear boundaries around the regular scope of our services. Clients are encouraged to review the Rate Card to understand the costs associated with any additional services that may be requested.

 

Rate Card

 

The Rate Card is outlined in your original proposal and available to our clients on demand.  The Rate Card provides a breakdown of the fees for the services offered by WSI Bell Digital.

Rate Adjustments: Rates provided to clients in our Rate Card are set for 2 years without changes. After 2 years, WSI Bell Digital reserves the right to adjust rates with 30 days' written notice to the client.

 

Network Collaboration and Confidentiality

 

• WSI Network Structure: WSI Bell Digital is an integral part of the WSI World network of offices, agencies, consultants, and production centers, which comprises legally independent businesses that collaborate closely to deliver comprehensive digital marketing solutions. While each entity operates independently, we collectively adhere to a shared standard of excellence, leveraging diverse expertise across our network to benefit our Clients.
• Collaboration Without Mandatory Disclosure: In delivering our services, WSI Bell Digital may collaborate with other offices within the WSI World Network to harness specialized skills and resources. These collaborations are a testament to our commitment to providing Clients with the best possible solutions. It is important to note that while these partnerships enhance our service offerings, individual engagements with network partners are not subject to mandatory disclosure. This approach is taken to streamline communication and maintain a focus on delivering results for our Clients.
• Protection of Network Partners: All network partners within the WSI World Network are bound by mutual agreements that uphold the highest standards of confidentiality, professionalism, and respect for each other’s independence and Client relationships. WSI Bell Digital commits to protecting the interests and confidentiality of our network partners, ensuring that any shared information or collaborative efforts are treated with the utmost discretion.
• Client Benefits: Our collaborative network model provides Clients with access to a broad spectrum of digital marketing expertise and resources, all while ensuring that the quality and integrity of the services provided remain consistent and secure. Clients will benefit from the collective expertise of the WSI World Network without compromising on their privacy or confidentiality.
• Responsibility: While WSI Bell Digital takes responsibility for the overall quality and delivery of the services we provide; each network partner is individually responsible for the work they contribute. WSI Bell Digital ensures that all network collaborations adhere to our high standards, but we do not assume liability for the actions or omissions of independent network partners.

Third-Party Support Outside the Network

 

• Disclosure of Outsourcing Practices: On occasion, WSI Bell Digital engages with reputable third-party firms that are not part of the WSI World network, to fulfill certain aspects of our services when necessary. We are committed to transparency and will inform Clients when significant portions of their work are outsourced.

Configuration of Third-Party Services

 

• Configuration: With prior written approval from the Client, WSI Bell Digital is permitted to configure third-party services on behalf of our Clients. This may involve the use of the Client's payment information to set up these services. Our role in configuring such services is intended as a benefit to our Clients, facilitating access to third-party solutions that may enhance their business operations.
• Concierge Service: By engaging WSI Bell Digital to configure these third-party services, the Client acknowledges that WSI Bell Digital acts as an agent providing a concierge service. The establishment of any service account or relationship with a third party on behalf of our Clients is strictly between the Client and the third-party service provider.
• The Client hereby absolves WSI Bell Digital of any liability related to the configuration of third-party services, including but not limited to any unintentional mistakes made during the setup process. This absolution of liability extends to any and all consequences that may arise from the relationship between the Client and the third-party service provider, recognizing that WSI Bell Digital does not assume responsibility for the ongoing relationship or the performance of the third-party services.
• Clients are encouraged to review all terms and conditions provided by third-party service providers and to understand their rights and obligations within those relationships fully. WSI Bell Digital commits to conducting the configuration process with due care and in accordance with the instructions provided by the Client, but ultimate responsibility for the management and oversight of third-party relationships lies with the Client.

Website Design and Development

 

• We strive for error-free websites but can't guarantee this. The website remains WSI Bell Digital's property until full payment is made.
• You guarantee that all materials provided for the website are rightfully Yours or You have permission to use them, indemnifying us against any related claims.
• Our websites use industry best practices but are not guaranteed to meet specific accessibility certifications.

 

Search Engine Optimization (SEO) and Content Writing Services

 

• Client Responsibilities: Client agrees to provide WSI Bell Digital with all necessary information, access to digital assets, and feedback required to perform SEO and content writing services effectively.
• Use of Artificial Intelligence: WSI Bell Digital may employ artificial intelligence tools to assist in drafting, editing, or generating ideas for content. If you prefer not to include AI-generated content in your marketing materials, please notify WSI Bell Digital in writing
• Performance and Rankings: WSI Bell Digital will make every effort to improve the ranking of Client's website on search engines. However, due to the dynamic nature of search engine algorithms, WSI Bell Digital cannot guarantee specific ranking positions or immediate results.
• Content Approval: Client will have the opportunity to review and approve all content before publication. Once approved, WSI Bell Digital will proceed with content distribution and optimization activities.
• Intellectual Property: All content created by WSI Bell Digital for Client under this agreement will be the property of Client upon full payment for the services rendered. WSI Bell Digital retains the right to use completed works for promotional purposes unless specifically requested not to by Client.
• Liability: WSI Bell Digital is not responsible for any indirect, incidental, or consequential damages arising from the SEO and content writing services provided. Client acknowledges that changes in search engine algorithms or digital marketing practices may require adjustments to the SEO strategy and content, which may not always result in immediate improvements in search rankings or website traffic.

Work Completion and Approvals

A strong working relationship, with great communications, and timely feedback, is critical to a strong partnership, and quality deliverables. Clients are strongly encouraged to provide timely feedback to avoid disruptions and ensure the final website reflects their vision.

 

General Approval and Revision Process

Typically, work is deemed completed by WSI Bell Digital at the time it is delivered, approved by the client, and, optionally, published. The approval process is integral to our scope of services, and timely responses from our clients are key to success. If there is an unreasonable delay in providing written feedback or approval, the work will be deemed closed without further action. In some cases, the next phase of the project may continue, but only if it is independent of the prior task, or at the discretion of WSI Bell Digital.

 

Feedback and Revisions Process

Upon the delivery of work, clients are notified via our project management tool and/or email from our delivery team. Clients are expected to review and respond with approval, feedback, or requests for revisions within the specified timeframe. WSI Bell Digital aims to facilitate prompt progress by setting clear expectations for these timelines.

Clients are entitled to a maximum of two feedback revisions for each delivered piece of work, including website design, content, and other deliverables. Feedback must be provided in writing, ideally using redline updates or similar methods to indicate changes. This ensures that revisions are captured accurately and implemented effectively. For clarity and efficiency, certain clients may prefer to conduct a review meeting with our team to discuss feedback, which we may permit at our discretion.

 

Website and Landing Page Development Projects

In the case of website projects, WSI Bell Digital reserves the right to proceed to the next phase without explicit approval if delays in client feedback or approval threaten the project's timeline. This decision is made to maintain project momentum and ensure deadlines are met, especially when subsequent phases are independent of the prior task or when project milestones necessitate uninterrupted progression.

However, if WSI Bell Digital determines that moving forward without client approval could impact the overall project quality or lead to discrepancies with client expectations, we will take additional measures to ensure alignment with the original project scope. This might include re-evaluating timelines, adjusting project sequences, or holding back certain deliverables until necessary approvals are received.

If these measures are unsuccessful in resolving the issues caused by delayed client feedback, WSI Bell Digital reserves the right to close the project without issuing a refund. This decision will only be made after reasonable efforts to secure the required approvals and with written communication to the client explaining the reasons for closing the project.

 

Extension of Approval Timeline

Recognizing that certain projects may encounter unforeseen complexities or require additional deliberation, WSI Bell Digital reserves the right, at our discretion, to extend the approval and revision timeline. This extension will be considered only if the client has been actively engaged and responsive throughout the review process.

Any decision to extend the timeline will be communicated and documented in writing, specifying the new deadlines and any conditions attached to the extension. This measure ensures that both parties have a clear understanding and agreement on how to proceed without compromising the project’s integrity or delivery quality.

WSI Bell Digital is committed to working collaboratively with our clients to accommodate their needs while maintaining project momentum and ensuring the successful completion of work to the highest standards.

 

Intellectual Property Usage and Ownership

 

• License and Use: Client is granted a non-exclusive, non-transferable license to use the intellectual property (IP) created by WSI Bell Digital as part of the services provided, solely for their business operations and in accordance with the terms of this agreement.
• Ownership and Transfer Restrictions: Ownership of the intellectual property shall remain with WSI Bell Digital until all outstanding balances are fully paid. Until such payment is made, Client may not sell, transfer, or assign ownership of the IP to any third party.
• Permission to Use: The continued permission for Client to use the licensed IP is at the sole discretion of WSI Bell Digital. WSI Bell Digital reserves the right to revoke this license and demand cessation of use of the IP if Client fails to comply with any terms of this agreement, including but not limited to the timely payment of fees. Both parties will respect and protect each other's proprietary information. You grant WSI Bell Digital the right to use content developed for You, barring direct identifiers.

Other Services Not Specified

 

• Scope of Additional Services: Digital marketing is an expansive field, continually evolving with new technologies and strategies. Recognizing this, WSI Bell Digital offers a wide array of services to meet the diverse needs of our Clients. While this agreement outlines some of the primary services to be provided, it may not encompass the full range of capabilities available within our network.
• Engagement of Additional Services: Should Client require digital marketing services not explicitly detailed in this agreement; we welcome the opportunity to discuss these needs. WSI Bell Digital is equipped to offer additional services, subject to separate negotiation and agreement. This ensures that Client has access to comprehensive solutions tailored to their specific requirements.
• Request and Approval Process: Requests for additional services should be directed to WSI Bell Digital in writing. Each request will be evaluated on a case-by-case basis, considering our capacity, expertise, and the potential impact on existing commitments. Approval of additional services will be communicated in writing, along with any adjustments to fees, timelines, and terms necessary to accommodate the expanded scope of work.
• Integration with Current Services: Our approach to integrating additional services is seamless, ensuring that all aspects of Client's digital marketing strategy are cohesive and aligned with their overall objectives. WSI Bell Digital will coordinate closely with Client to ensure that any new services complement and enhance the existing agreement.

Liability and Warranty

 

• WSI Bell Digital offers services with reasonable skill and care, providing a 30-day warranty on web projects, void if unauthorized modifications are made.
• We're not liable for indirect losses or damages arising from our services. This agreement excludes other warranties beyond the expressed service performance guarantees.

Warranty Claim Process

If You encounter any issues with the services provided by WSI Bell Digital that You believe are covered under our 30-day warranty, please follow these steps to report the issue:

1. Notification: Contact us immediately upon discovering the issue. You can reach us via email at pamela@wsibelldigital.com. Please provide a detailed description of the problem, including when it was noticed and any specific circumstances or actions that lead to its discovery.
2. Documentation: If possible, provide screenshots, error messages, or any other documentation that can help us understand the issue more clearly. This information will be crucial for our team to assess the problem and determine the appropriate course of action.
3. Assessment: Once we receive Your report, our team will promptly review the information provided and may contact You for further details or clarification. We aim to assess all warranty claims within 5 business days of receipt.
4. Resolution: After evaluating the issue, we will inform You of our findings and outline the next steps. If the problem falls under our warranty, we will proceed with the necessary corrections or adjustments at no additional cost to You. We strive to resolve all warranty-related issues within 10 business days, and to Your satisfaction.

Please note, this warranty does not cover issues arising from unauthorized modifications, misuse, or external factors beyond our control. The warranty period begins on the date the service is delivered or goes live and lasts for 30 days.

 

Amendment of Terms

WSI Bell Digital reserves the right to amend or modify these Terms and Conditions at any time, at its sole discretion, to reflect changes in our services, laws, or industry standards. Such amendments will be effective immediately upon their posting on our website or direct communication to the Client, whichever method we deem appropriate. It is the responsibility of the Client to periodically review these terms for any changes.

Acknowledgment of these terms through the signing of a service agreement or through the initial payment for services implies acceptance of the possibility of future amendments. Continued use of WSI Bell Digital’s services after the posting of amended terms constitutes binding acceptance of the changes. Should a Client disagree with the amended terms, the sole remedy is to discontinue the use of our services and terminate the agreement in accordance with the "Termination" provisions outlined herein.

This revised approach ensures clarity around the definition of a Client and the process for acknowledging and accepting the terms of service, including future amendments. It also underlines the ongoing nature of the agreement and the conditions under which it can be updated or terminated.

 

 

Use of Services

By continuing to use our services You are agreeing to these terms, You acknowledge understanding and acceptance of the outlined provisions for our engagement.