TERMS & CONDITIONS
Dot Property Co., Ltd is the owner of Dot Media Group. These terms and conditions relate to your usage of the Dot Media Group services.
We advise you to read these terms and conditions carefully as they contain important information regarding your rights and obligations.
By signing an Order Form, the Customer is deemed to have understood and accepted these Terms and Conditions.
The supplier of the products and services featured on www.dotmediagroup.co is Dot Media Group, a trading name of Dot Property Co., Ltd. Registered Office 142 Two Pacific Place Building, 24th Floor, Room 2404, Sukhumvit Rd., Klongtoey, Bangkok 10110, THAILAND. Telephone: 02-653-3692, Thailand
The contract for the supply of such products and services which are ordered by the Customer shall consist of these General Terms and Conditions, any applicable Specific Terms and Conditions noted in the Order Form, any applicable Reseller Specific Terms and Conditions (in the case of customers who act as resellers of Dot Media Group’s products and services), and Dot Media Group’s Order Confirmation. Should any inconsistency or ambiguity exist between a term or condition contained in any component document(s) comprising the Contract, the following precedence shall apply to eliminate such inconsistency or ambiguity:
(a) the Order Form;
(b) the applicable Specific Terms and Conditions;
(c) the applicable Referral Terms and Conditions or Reseller Specific Terms and Conditions (if any);
(d) the General Terms and Conditions; and
(e) the Order Confirmation. The Customer may contact Dot Media Group at the above address or by telephone on 02-653-3692 or by email at [email protected]
In these Terms and Conditions:
Conditions mean the relevant Specific Terms and Conditions and these General Terms and Conditions as amended from time to time in accordance with Condition 2.6 or 21.
Contract means the Order Form (incorporating the Proposal) and Dot Media Group’s acceptance of it on the terms of these Conditions by the despatch of an Order Confirmation.
Customer means the company its employees, agents, representatives and sub-contractors to whom the Services are provided as set out on the Order Form.
Effective Date means the date referred to in Condition 2.4.
Fee(s) mean the amount(s) payable by the Customer for the Services provided by Dot Media Group in accordance with Condition 5. Force Majeure Event shall have
the meaning set out in Condition 12.
Order Form means an order form sent by the Customer to Dot Media Group requesting the supply of Services and which shall incorporate the Proposal. Order Confirmation means an order confirmation document sent by Dot Media Group to the Customer agreeing to fulfil the Customer’s order as set out in the Order Form.
Proposal means the final draft of the proposal sent to the Customer by Dot Media Group and which sets out the services which Dot Media Group proposes to provide to the Customer. The relevant draft of the Proposal shall be identified in the Order Form by the appropriate proposal number.
Services means the services to be provided by Dot Media Group as specified in the Order Form.
Specific Terms and Conditions means the Specific Terms and Conditions Specified in the Order Form and, on renewal of the Contract in accordance with the Conditions, the Dot Media Group Rolling Contract.
2. APPLICATION OF CONDITIONS
2.1 Any quotation is valid for a period of 7 days only, and Dot Media Group may withdraw it at any time by notice to the Customer.
2.2 When the Customer wishes to place an order for the Services, it shall send an Order Form to Dot Media Group.
2.3 The Customer’s order shall be deemed to be an offer by the Customer subject to these Conditions. The Customer shall ensure that the Order Form is complete and accurate.
2.4 The Customer’s order shall only be deemed to be accepted when Dot Media Group issues an Order Confirmation, or Dot Media Group receives a payment from the client, at which point and on which date a binding contract shall come into existence (Effective Date).
2.5 No order which has been accepted by Dot Media Group in accordance with Condition 2.4 may be cancelled by the Customer, except with the agreement in writing of Dot Media Group and provided that the Customer indemnifies Dot Media Group in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by Dot Media Group as a result of the cancellation.
2.6 These Conditions shall override any inconsistent terms or conditions (if any) contained in or referred to in documents or correspondence from the Customer (with the exception of the Order Form); and no addition to, variation of, exclusion or attempted exclusion of any term of the Contract shall be binding on Dot Media Group unless in writing and signed by a duly authorised representative of Dot Media Group.
2.7 The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of Dot Media Group which is not set out in the Contract.
2.8 Any descriptive matter or advertising issued by Dot Media Group, and any descriptions or illustrations published on Dot Media Group’s website, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.
3. Dot Media Group’s OBLIGATIONS
3.1 Dot Media Group shall be responsible for providing the Services in accordance with the requirements of the Contract.
3.2 Although Dot Media Group will use reasonable endeavours to supply the Services in accordance with any performance date set out in the Order Form, such date shall be an estimate only and time shall not be of the essence of the Contract.
3.2 For the avoidance of doubt, the Services will not include:
(a) the cost of any third party software upgrades or web development which Dot Media Group advises are required; or
(b) any website, hosting or other technical support.
3.4 Dot Media Group will not make any changes to a Customer’s website without the Customer’s prior consent and the Customer, as the website owner, agrees to and takes full responsibility for the changes made.
3.5 Where the Services being provided require, Dot Media Group will liaise with the relevant web agency, hosting company or other third party, but Dot Media Group will have no liability to the Customer under the Contract if it is prevented or delayed from performing its obligations under the Contract by any act or omission of the relevant web agency, hosting company or other third party.
3.6 Dot Media Group shall not be liable for any failure to comply with the Contract if such failure arises out of any of the following occurrences:
(a) the Customer changes the website or in any way hinders the progress of the website;
(b) the Customer has removed any of the products or services, changed keywords, changed domains, interfered with the link building or not complied with the request and advice of Dot Media Group;
(c) the Customer has acted in a way that Dot Media Group considers, at its sole discretion, is detrimental to achieving the first page listing or top rankings;
(d) the Customer has interfered with or impaired the product or service;
(e) the Customer has not maintained a 99% uptime at all times of the Customer’s website for the duration of the Contract;
(f) the Customer has breached any applicable law;
(g) the Customer has breached any term of the Contract;
(h) Dot Media Group is prevented from or inhibited in its ability to perform its obligations under the Contract due to a Force Majeure Event;
(i) the Customer fails to provide FTP & CMS access for Dot Media Group to implement the onsite recommendations;
(j) changes or updates to third party software or analytics data that affects or prevents Dot Media Group from reporting or tracking any data; and
(k) any action by a search engine provider, internet service provider or other third party whether by the application of a so called “penalty” or otherwise which results in the Customer’s website appearing lower in search result listings than was the case at the date of the Order Form in which event any period agreed for the achievement of Targets by Dot Media Group shall be extended by such time as it takes for Dot Media Group to resolve the issue, and return the Customers results listings to the positions at the date of the Order Form. For the avoidance of doubt this shall not delay the payment by the Customer of the Fees, and the removal of a so called “penalty” is a separate, chargeable, cost.
(l) The Customer has not implemented Dot Media Group’s onsite recommendations (Onsite Recommendations) to Dot Media Group’s satisfaction within 3 months of receipt of Dot Media Group’s notice of such Onsite Recommendations (Recommendations Notice).
(m) The Customer has failed to disclose within 14 days of the Effective Date
(i) all domain names they own or have owned within the preceding 12 months that currently have, or have had, a live websites on them. This includes partner firms /resellers, franchisees and international websites
(ii) all website(s) or domain name(s) that redirect to the website(s) or URLs Dot Media Group have been engaged to work on.
(iii) any website or local listings that are copies of, or an attempt to pass themselves off as, any of the website(s) or URL’s Dot Media Group have been engaged to work on.
(iv) If any content (written, visual or audio) on any website or URL Dot Media Group have been engaged to work on has been copied from another source.
(v) Any work carried out a previous SEO company or any website / URL activity that may affect future results – examples include, but are not limited to, bulk link buying, manual penalties, automated penalties and website infection with malware.
(n) On receipt of any disclosure in 3.6(m) Dot Media Group reserve the right to suspend any guarantee or targeted ranking positions in the Contract pending a review of the disclosure and any material effect on the ability to meet any guarantee or targeted ranking positions, following which Dot Media Group may withdraw, amend or extend any guarantee or targeted ranking positions in the Contract.
4. CUSTOMER’S OBLIGATIONS
4.1 The Customer shall:
(a) provide Dot Media Group with:
(i) all necessary cooperation relating to the Services;
(ii) direct and remote access to the Customer’s website and such other facilities as reasonably required by Dot Media Group;
(ii) all necessary access to such information as may be required by Dot Media Group in order to render the Services, including but not limited to security access information and software interfaces to the Customer’s other business applications;
(b) comply with all applicable laws and regulations with respect to its activities;
(c) carry out all the Customer’s tasks set out in the Contract in a timely and efficient manner. In the event that the Customer fails to perform such tasks, Dot Media Group may adjust any timeline set out in the Contract as reasonably necessary.
4.2 The Customer accepts that Dot Media Group will have the exclusive right to provide it with the Services which it has contracted to buy and that it will not purchase services which compete with any of those provided by Dot Media Group from any third party for the duration of the Contract.
4.3 The Customer warrants that the use of material provided by the Customer or its agents to Dot Media Group to enable Dot Media Group to provide the Services shall not infringe the intellectual property or other rights of whatever nature of any third party.
4.4 Dot Media Group may use the Customer’s brand names and logos on Dot Media Group’s website and marketing literature for the sole purpose of identifying the company as a Customer of Dot Media Group and marketing Dot Media Group’s services to potential customers. The Customer shall be entitled to withdraw such permission with 60 days’ notice, after which time Dot Media Group will remove all brand names and logos.
5.1 Subject to Conditions 5.9 and 5.10, the Customer shall pay the Fees set out in the Order Form for the Services.
5.2 All amounts and Fees stated or referred to in the Contract are exclusive of value added tax, which shall be added to Dot Media Group ‘s invoice(s) at the appropriate rate.
5.3 Subject to Conditions 5.9 and 5.10, Dot Media Group shall invoice the Customer for Fees which have become payable in accordance with the Contract.
5.4 The Customer shall pay each invoice submitted by Dot Media Group within the time period specified in the Specific Terms and Conditions, and time for payment shall be of the essence of the Contract.
5.5 Without limiting any other right or remedy of Dot Media Group, if the Customer fails to make any payment due to Dot Media Group under the Contract by the due date for payment (Due Date) Dot Media Group shall have the right to:
(a) charge interest on the overdue amount at the rate of 4 per cent per annum above the then current KASIKORN BANK base rate accruing on a daily basis from the Due Date until the date of actual payment of the overdue amount, whether before or after judgment, and compounding quarterly;
(b) suspend all Services until payment has been made in full.
5.6 The Customer shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and the Customer shall not be entitled to assert any credit, set-off or counterclaim against Dot Media Group in order to justify withholding payment of any such amount in whole or in part. Dot Media Group may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by Dot Media Group to the Customer.
5.7 Without limiting any other right or remedy of Dot Media Group, cheques and direct debits returned unpaid by the Customer’s bank and credit card payments returned unpaid will incur an administration charge which under all circumstances shall be paid by the Customer.
5.8 In the circumstances envisaged in Condition 3.6 Dot Media Group shall be entitled to charge the Customer a fee for resolving the issue. Such fee shall be subject to agreement and shall be in addition to the sums due under the Contract in respect of the Services.
5.9 Following receipt by Dot Media Group of notice from the Customer to terminate the Contract for convenience as may be permitted under the Specific Terms and Conditions, Dot Media Group shall be entitled to invoice the Customer the remaining instalments of the full value of the fees payable for the Services during the notice period without any deduction, discount or reduction.
5.10 In the event that the Customer serves notice on Dot Media Group to terminate the Contract for convenience on or before the date on which fifty per cent (50%) of the Initial Term of the Contract has completed as may be permitted under the Specific Terms and Conditions, Dot Media Group shall be entitled to invoice the Customer for an amount equal to the aggregate discount applied to the full value of the fees payable for the Services during the term of the Contract as specified in the Order Form.
6. TERMINATION OF SERVICE BY Dot Media Group
6.1 Without prejudice to any other right or remedy available to Dot Media Group, Dot Media Group may, at its sole discretion, terminate the Contract if the Customer:
(a) fails to pay any sum due under the Contract and such sum remains unpaid for 15 days after written notice from Dot Media Group that such sum has not been paid; or
(b) ceases to carry on business or becomes insolvent, or has an administrator or receiver appointed or enters into liquidation or enters into any agreement with its creditors; or
(c) commits a breach of any of the terms of the Contract and (if such a breach is remediable) fails to remedy that breach within 15 days of the Customer being notified in writing of the breach; or
(d) interferes with or impairs the Services, or Dot Media Group ‘s ability to deliver the Services.
6.2 Termination of the Contract, however arising, shall not affect or prejudice the accrued rights of the parties as at termination or the continuation of any provision expressly stated to survive or implicitly surviving termination.
6.3 On termination of the Contract for whatever reason, the Customer shall immediately pay all of Dot Media Group’s outstanding invoices and interest, and in respect of Services supplied but for which no invoice has been submitted, Dot Media Group may submit an invoice which shall be immediately payable on receipt.
7. DISPUTE RESOLUTION PROCEDURE
7.1 If any dispute arises in connection with the Contract, Directors or other senior representatives of the parties with authority to settle the dispute will, within 7 days of a written request from one party to the other, meet promptly or arrange a teleconference in good faith to resolve the dispute.
7.2 If the dispute is not resolved at that meeting or teleconference, the dispute resolution process set out in Condition
7.3 shall be deemed to have been exhausted in respect of the matter in dispute, and each party shall be free to pursue the rights granted to it by the Contract in respect of such matter.
8. DATA PROTECTION & TRADE SECRETS ACT
8.1 If any Personal Data (as defined by the UK Data Protection Act 1998 and trade secrets act 2002 of the Kingdom of Thailand) is passed to Dot Media Group under the Contract, the parties both agree that the Customer is the Data Controller and that Dot Media Group is the Data Processor.
8.2 The Customer warrants that it will comply with the Data Protection Act 1998 and the trade secrets act 2002 of the Kingdom of Thailand.
8.3 Dot Media Group will:
(a) process the Personal Data only in accordance with instructions from Customer;
(b) process the Personal Data only to the extent, and in such manner, as is necessary for the provision of the Services or as is required by law or any regulatory body; and
(c) implement appropriate technical and organisational measures to protect the Personal Data against unauthorised or unlawful processing or loss, destruction, damage, alteration or disclosure.
9.1 Except as expressly provided in the Contract, each party shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed by one party to the other. Each party shall restrict disclosure of such confidential material to such of its employees as need to know the same for the purpose of discharging its obligations under the Contract and shall ensure that such employees are subject to corresponding obligations of confidentiality.
9.2 All intellectual property rights and title in and to materials, drawings, specifications and data supplied by Dot Media Group to the Customer shall at all times be, and remain, the exclusive property of Dot Media Group, but shall be held by the Customer in safe custody at its own risk until returned to Dot Media Group, and shall not be disposed of or used other than in accordance with Dot Media Group’s written instructions or authorisation. Material supplied by Customer to Dot Media Group shall at all times be, and remain, the exclusive property of the Customer, but shall be held by Dot Media Group in safe custody until returned to the Customer, and shall not be disposed of or used other than in accordance with the Customers authorisation.
9.3 The parties shall be entitled to disclose such information to their professional advisers and to the extent necessary for the purposes of enforcing their rights under the Contract.
9.4 This Condition 10 shall survive termination of the Contract, howsoever caused.11. NON-SOLICITATION Neither party shall, during the continuance of the Contract, or within 12 months of its termination, whether on behalf of itself or via a third party, solicit or seek to entice away any employee of the other. In the event of breach of this Condition 11 the party in default shall pay the other a sum equal to 6 months gross pay of the employee concerned being a pre-estimate of the cost of recruitment and training a replacement.
10. LIMITATION OF LIABILITY
10.1 The following provisions set out the entire liability of Dot Media Group (including any liability for the acts or omissions of its employees) to the Customer in respect of any breach of the Contract and any representation, statement or tortuous act or omission (including negligence) arising out of or in connection with the Contract.
10.2 All warranties, conditions and other terms implied by statute or common law are excluded from the Contract to the fullest extent permitted by law.
10.3 Nothing in these Conditions excludes or limits the liability of Dot Media Group for death or personal injury caused by Dot Media Group’s negligence or fraud or fraudulent misrepresentation.
10.4 Subject to Condition 9.3, Dot Media Group shall not be liable for any loss of profits, loss of business, depletion of goodwill or similar losses or for any special, indirect or consequential loss, costs, damages, charges or expenses howsoever arising; and
Dot Media Group’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to 100% of the total Fees received by Dot Media Group in the calendar year in which the incident occurs.
10.5 Provided that Dot Media Group performs the Services with reasonable care and skill, it shall have no liability or obligation whatsoever in relation to the links that it builds up via the Services, any keywords that it may propose in order to build up those links or any website (including without limitation any website content) involved in or affected by the Services.
10.6 For the avoidance of doubt, Dot Media Group shall not be liable for any links being removed by a third party or any penalties incurred by the Customer.
10.7 The Customer shall indemnify Dot Media Group against any claims, actions, proceedings, losses, damages, expenses and costs (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) arising out of or in connection with (i) the Customer’s use of the Services (ii) any breach by the Customer of any term of or warranty given under the Contract or (iii) Dot Media Group’s use of any materials or data or other items supplied by the Customer to Dot Media Group under the Contract.
10.8 The provisions of this Condition 9 shall continue to apply notwithstanding the termination or expiry of the Contract.
11. FORCE MAJEURE
Neither party shall be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by a Force Majeure Event. For the purposes of these Conditions, Force Majeure Event means any event beyond a party’s reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party’s), failure of energy sources or transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics or similar events, natural disasters or extreme adverse weather conditions.
Except as expressly provided in the Contract, the rights and remedies provided under the Contract are in addition to, and not exclusive of, any rights or remedies provided by law.
A waiver of any right under the Contract is only effective if it is in writing and signed by or on behalf of the waiving party, and it applies only to the party to whom the waiver is addressed and the circumstances for which it is given.
14. ENTIRE AGREEMENT
14.1 The Contract constitutes the whole agreement between the parties and supersedes all previous agreements between the parties relating to its subject matter.
14.2 Each party acknowledges that, in entering into the Contract, it has not relied on, and shall have no right or remedy (other than for breach of contract) in respect of any statement, representation, assurance or warranty (whether made negligently or innocently) other than as expressly set out in the Contract.
14.3 In the event of any part of the Contract being held inapplicable or unreasonable, the remainder of the Contract shall remain in full force and any clause held inapplicable or unreasonable shall be enforced to the fullest extent possible.
15.1 The Parties shall not, without the prior written consent of Dot Media Group, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Contract.
15.2 Dot Media Group may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Contract.
16. THIRD PARTY RIGHTS
The Contract is made for the benefit of the parties to it and (where applicable) their successors and permitted assigns, and is not intended to benefit, or be enforceable by, anyone else.
17.1 Any notice required to be given pursuant to the Contract shall be in writing and shall be sent by email or delivered by hand or sent by pre-paid first-class post or recorded delivery post to the address of the party as set out in these Conditions, or, in each case, such other address as may be notified by one party to the other.
17.2 A notice delivered by hand is deemed to have been received when delivered (or, if delivery is not in business hours, 9.00 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. An e-mail shall be deemed to have been delivered within 25 hours from the time of being sent, provided that no “non deliverable” notices is received by the sender.
18. GOVERNING LAW AND JURISDICTION
18.1 The Contract and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the Kingdom of Thailand.
18.2 The parties irrevocably agree that the courts of the Kingdom of Thailand shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with the Contract or its subject matter or formation (including non-contractual disputes or claims).
19. NO PARTNERSHIP OR AGENCY
Unless combined with a partner or referral agreement, nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another part for any purpose. No party shall have authority to act as agent for, or to bind, the party in any way.
20. CHANGES TO THE CONTRACT
20.1 Dot Media Group may modify the Contract, where it is required to do so, by notifying the Customer in writing, and giving 30 days’ notice where possible, in order to accommodate changes to the law or to rules applied by any governmental or regulatory authority which require Dot Media Group to modify its procedures, policies or services. None of the amendments or modifications of this Agreement shall bind any Party unless it has been made in written and signed by both Parties.
20.2 If the Customer wishes to vary any part of the Contract, the request shall be sent in writing to Dot Property Co., Ltd. 142 Two Pacific Place Building, 24th Floor, Room 2404, Sukhumvit Rd., Klongtoey, Bangkok 10110. Dot Media Group shall respond to the Customer within 5 working days as to whether it is prepared to agree to the change and, if so, details of the cost of the change, any effect on any other part of the Contract including any change in timescales. The Customer may accept such proposal within such time as Dot Media Group may specify or, if none, within 7 days, failing which it shall be deemed rejected. Pending acceptance or rejection Dot Media Group may continue to perform the Contract without reference to the request.
1. Services – Dot Media Group shall provide certain Services as more specifically detailed in the Contract (Pay Per Click Services).
2. Services Commencement Date – Dot Media Group will begin to provide the Pay Per Click Services from the Effective Date of the Contract.
3. Implementation of Services – Unless specified otherwise on the Order Form:
(a) Dot Media Group shall not be not responsible for payments to any third party, including but not limited to web agencies or hosting companies, for the Customer’s Pay Per Click campaign. The Customer shall contract directly with such third parties for its Pay Per Click campaign. For the avoidance of doubt, Dot Media Group shall not be responsible for any billing issues, customer service issues or other issues you have with that third party and the Customer shall liaise directly with the third party in that respect;
(b) where the Pay Per Click Services require, Dot Media Group will liaise directly with any relevant third parties, including but not limited to web agencies or hosting companies, in order to provide the Pay Per Click Services. Dot Media Group shall not be liable for any act or omission by the relevant third party and any failure to comply with the Contract if such failure arises out of the third party’s act or omission; and
(c) Dot Media Group agrees to change and/or update the Customer’s Pay Per Click campaign on behalf of and at the direction of the Customer. Dot Media Group shall not be liable for any claim whatsoever, including for loss of income, loss of positions or reduction, arising out of the changes being implemented. Dot Media Group shall keep a copy of the original campaign and, if the Customer requests, shall revert back to a previous set up as soon as is reasonably practicable. The Customer agrees that it shall have full responsibility for any and all changes and updates made by Dot Media Group of the Customer’s Pay Per Click campaign.
REFERRAL TERMS AND CONDITIONS
1.1 By agreeing to these terms and conditions (Referral T&C’s), you hereby agree that Dot Media Group appoints you (Introducer) on a non-exclusive basis to identify Prospective Clients for Dot Media Group and to make Introductions of such persons pursuant to these Referral T&C’s. The General Terms and Conditions are incorporated into these Referral T&C’s and definitions used in the General Terms and Conditions shall apply as if set out here.
1.2 The Introducer shall have no authority, and shall not hold itself out, or permit any person to hold itself out, as being authorised to bind Dot Media Group in any way, and shall not do any act which might reasonably create the impression that the Introducer is so authorised. The Introducer shall not make or enter into any contracts or commitments or incur any liability for or on behalf of Dot Media Group, including for the provision of the Services or the price for them, and shall not negotiate any terms for the provision of the Services with Prospective Clients.
1.3 The Introducer must disclose to each Prospective Client that it is an introduction agent of Dot Media Group and that it has no authority or ability to negotiate or vary the Services or the terms of the Services or enter into any contract on behalf of Dot Media Group.
1.4 The Introducer shall not, without Dot Media Group’s prior written consent: (i) produce any marketing material for Dot Media Group’s Services or use Dot Media Group’s name, logo or trade marks on any marketing material without the prior written consent of Dot Media Group; or (ii) make or give any representations, warranties or other promises concerning the Services which are not contained in Dot Media Group’s marketing material.
1.5 Where a Prospective Client is Introduced by the Introducer and the Prospective Client then introduces Dot Media Group to a third party who purchases Services from Dot Media Group, the Introducer shall not, by virtue of such initial Introduction, be deemed to have Introduced the third party to Dot Media Group and shall not be entitled to any Commission or other compensation in such circumstances.
RESELLER TERMS AND CONDITIONS
1.1 By agreeing to these terms and conditions (Reseller T&C’s), you hereby agree that Dot Media Group appoints you (Reseller) on a non-exclusive basis to resell the Services to end user customers (End Users) pursuant to these Reseller T&C’s. The General Terms and Conditions are incorporated into these Reseller T&C’s and definitions used in the General Terms and Conditions shall apply as if set out here.
1.2 In consideration of the services provided by Dot Media Group to the Reseller under these Reseller T&C’s, the Reseller shall receive either Dot Media Group’s standard SEO packages at fixed reseller rates or by agreed discount levels as outlined on the Order Form or Contract.
1.3 For the purposes of these Reseller T&C’s Total Contract Value shall mean the total contract value of the contracts between the reseller and Dot Media Group, less any Local Taxes or any refunded amounts or cancelled contracts agreed with the Reseller. The Reseller shall perform its obligations at its own expense and shall not be entitled to receive any more discounts other than stated above.
1.4 The Reseller shall be responsible for all corporation and other taxes in respect of fees paid to it by their End Users, and for all PAYE, National Insurance and other required deductions and payments in respect of remuneration paid or payable to its employees and contractors and the Reseller shall indemnify Dot Media Group in respect of any such payments required to be made by Dot Media Group and against all costs, fines and penalties arising out of or in connection with any such deduction or payment.
1.5 The Reseller shall pay all invoices from Dot Media Group on their due date, irrespective of whether the End Users they are managing have paid the Reseller for the relevant services.
1.6 The Reseller will be required to provide on-going management of the Reseller client’s/customer’s accounts, to include, but not limited to, billing/invoicing, documents, proposals/contracts, payment schedules, End User service centre. Dot Media Group can provide these services to the Reseller, branded as the Reseller, for an additional cost, such cost to be agreed by Dot Media Group on a case by case basis.
1.7 Should the Reseller wish to cancel any contract with Dot Media Group, which is longer than 1 month in duration, then they must provide notice which is either the length of time which will give rise to an obligation on the part of the Customer to make at least 1 additional monthly payment, or 1 month, whichever is longer. In order to cancel the Contract under this paragraph 1.7, the Customer must send an email to [email protected] or a letter by registered post to Dot Property Co., Ltd. 142 Two Pacific Place Building, 24th Floor, Room 2404, Sukhumvit Rd., Klongtoey, Bangkok 10110 and receive an acknowledgement from a Director of Dot Media Group confirming that Dot Media Group has received and accepted the cancellation.
1.8 Any warranty from specific terms or guarantees, relating to individual contracts for any Reseller, will be detailed in each Contract produced for each end user client. Should any Reseller cancel a contract with Dot Media Group then any warranty from specific terms or guarantees detailed in the Contract will be waived and/or lapse upon receipt of the notice to cancel detailed in 1.7 above. Other Products