These are the Terms and Conditions on which Phoenix Lab will carry out work for you. They will apply each time that you ask us to do work for you, or carry out a Service. They set out our Services and what you can expect from us. Please read them carefully. It is a condition of your use of our Services that you comply with these Terms and Conditions.

These Terms and Conditions are subject to change without notice and may be superseded. Phoenix Lab may modify these Terms and Conditions by general notice on a page of our website, by email or by any other method of communication.

1. ENGAGEMENT

You may engage us to carry out a Service for you by:

• signing and returning a Pricing Structure to us; or
• providing an authorized Purchase Order; or
• in the case of smaller engagements by written verification.

Unless Phoenix Lab notify you otherwise, Phoenix Lab will accept that engagement, subject to these Terms and Conditions. The Service will commence in line with the Service schedule or when Phoenix Lab accept the engagement.

2. PRICING STRUCTURES

If Phoenix Lab provides you with a Pricing Structure for the Service, then that Pricing Structure:

• is based on the Specifications, and is subject to change if the parties agree to amend the Specifications;
• does not include VAT;
• and is valid for a period of 30 days from the date Phoenix Lab issue the Pricing Structure, unless otherwise agreed by Phoenix Lab.

3. SERVICES

The Services that Phoenix Lab provide to you, and any specific terms, may include some or all of the following:

• clause 10 – Search Engine Optimization (SEO);
• clause 11 – Search Engine Advertising ;
• clause 12 – Display Advertising;
• clause 13 – Social Media Advertising;
• clause 14 – Social Media Management (SMM);
• clause 15 – Strategy, Creative and Analytics.

You acknowledge that electronic services are subject to interruption and breakdown and all non-electronic services are subject to disruption, and therefore:

• the Services will not be error-free or uninterrupted; and your access to the Service and the operation of the Service will not be error-free or uninterrupted.
• Phoenix Lab reserves the right to continue to provide the Services and/or invoice you for the Services in the event of any disruption, other than a disruption caused by Phoenix Lab’s negligence or willful acts or omissions.

4. HOURS OF SERVICE

All Services will be carried out between 8:30 am and 5:30 pm (local office time), Monday to Friday excluding public holidays.

5. CONTENT AND MATERIALS SUPPLIED BY YOU

You must supply to us all required materials you want us to use in the Service, and all other content and materials Phoenix Lab reasonably request (Client Content) in a timely manner.

You must supply all Client Content in the following digital format/s:

• text/copy: Microsoft Word or Rich Text (clearly labeled and in correct order);
• tables: Microsoft Excel (clearly labeled and in correct order);
• images: high resolution where possible (JPEG, PNG files);
• logos: vector format (Illustrator EPS/AI);
• diagrams/maps: vector format (AI) or (JPEG files);
• if required, access to your current website and database via SSH, FTP and/or CMS/hosting control panel login;
• Brand style guidelines (if applicable).

Phoenix Lab may charge Additional Costs if the Client Content is not provided in the appropriate format or if material is not supplied when requested.

You warrant that the materials or content you provide to us, or that are provided to us on your behalf, will not: breach any rights (including Intellectual Property Rights or Moral Rights) of any third party; or compromise the security or operation of our computer systems, through a virus or otherwise.

6. VARIATIONS AND ADDITIONAL COSTS

If during the course of our engagement there are changes in the Specifications of the Service, the changes will be treated as a Variation.

Where a Variation occurs Phoenix Lab reserves the right to halt work and review the Service costings. Phoenix Lab will discuss the Variation with you and where required will issue a Variation Notice which is to include the modifications to the Specifications and any associated costs. Phoenix Lab will not proceed with the Services until Phoenix Lab receive your written approval to proceed.

Examples of Variations include:

• introduction of additional requirements not discussed during the onboarding process i.e. branding deliverables, introduction of video imagery, ad text, ad design and Digital Marketing Campaign focus;
• costs for commercial fonts, photography, audio and video;
• additional Service management time;
• unplanned delays in obtaining approval, Client Content or feedback resulting in Phoenix Lab
• having to reschedule services, staff or facilitate continuance;
• overtime required to meet deadlines due to delays by the Client providing approval, Client Content or feedback;
• Development work.

It is our process to include Service management time in all quotes, but from time to time Phoenix Lab is required to not only manage the Phoenix Lab team but also manage your team. This is generally not known at the time of quoting and may be treated as a Variation.

If during the course of our engagement there are small changes in the Service, Phoenix Lab will contact you and provide an estimate of the Additional Costs for these small changes.

Where possible, Phoenix Lab will attempt to obtain approval from you prior to undertaking the additional work. However, in some cases due to deadline and availability constraints, this may not be possible and Phoenix Lab may proceed with the work without obtaining approval.

Additional Costs will be invoiced separately to the Client and when any requirements arise shall be charged at current Professional Hourly Rates.

Examples of Additional Costs include:

• content not in the appropriate format;
• extra workshops or workshops requiring additional hours;
• requested additional design concepts / alternations;
• requested changes to the design after final approval has been requested or provided;
• uploading and styling/layout of additional Client Content;
• Additional meetings and travel time.

You agree that once you have approved the list of key phrases for optimization and use in the provision of the Services by Phoenix Lab, no changes can be made to that list during the duration of the Services.

7. PURCHASE OF STOCK IMAGES, FONTS, PHOTOGRAPHY, AUDIO OR VIDEO

Unless specified in the Pricing Structure, the Fees do not include any searches or purchase of stock images, commercial fonts, photography, audio or video.

You can provide stock images, commercial fonts, audio or video, or Phoenix Lab can purchase them on your behalf. When any stock images or commercial fonts are purchased on your behalf, Phoenix Lab will be the license holder and the image or font can only be used under the terms of the license/s.

You indemnify, and agree to keep Phoenix Lab, its directors, officers and employees indemnified, against all Loss arising out of the breach of these licenses.

Standard stock images will be charged according to our current stock image rates.

Costing for any font, photography, audio or video required will be provided for approval separately via a Variation Notice.

Ownership of the finished photography, audio or video will be transferred to you upon full payment of all issued invoices.

Phoenix Lab retains ownership of all working files.

8. YOUR APPROVAL & IMPLEMENTATION

Your approval and implementation may be required for a number of items (Approval & Implementation Item) presented to you:

• Service brief;
• keyword recommendations;
• local SEO report;
• on page SEO report;
• ad text;
• ad targeting;
• ad creative;
• design concepts (and your choice of one of them);
• each updated version of the chosen design concept;
• implementation of conversion tracking code
• landing page or website development
• completed design;
• variation Notices; and
• any other item for which Phoenix Lab request your approval.

When Phoenix Lab provides you with any Approval Item, you must notify us in writing whether you do or do not accept the completed Approval Item.

You will be deemed to have accepted the Approval Item if Phoenix Lab do not receive a response from you, within 5 business days.

Your acceptance of the completed Approval Item in accordance with Section 8 means that the Approval Item is complete, and no further amendments are necessary. However, Phoenix Lab will not proceed to the next Stage of the Service until Phoenix Lab receives your approval to proceed.

There may be Additional Costs in having to reschedule services, staff or facilitate continuance due to unplanned delays in obtaining approval. If unable to perform continuance, the Client may have to pay a shutdown and subsequent restart fee commensurate to the labour and resource costs incurred.

9. SCHEDULING, PRODUCTION AND SERVICE MANAGEMENT

If Phoenix Lab consider it to be necessary, Phoenix Lab will develop a production schedule for the Services. Phoenix Lab will use reasonable commercial endeavours to carry out the Services in accordance with that schedule.

If you delay in providing the approval, implementation, Client Content or feedback Phoenix Lab requires, then this may result in:

• a change in the delivery deadline set out in the production schedule; or
• if the delivery deadline cannot be changed, a Variation Notice will be issued, including necessary overtime costs.

10. SEARCH ENGINE OPTIMIZATION (SEO)

Our Search Engine Optimization Services may include:

• Keyword research & Keyword Recommendations
• Local SEO Report
• On Page SEO Report
• Copywriting & Content Generation
• Creation of Google Analytics account
• Implementation of Conversion Tracking Code
• Creation of Google Search Console account
• Link Building
• Local Citations
• Monthly Progress Report

Our Search Engine Optimization Services exclude:

• Implementation of On Page SEO Report
• Implementation of advanced conversion tracking code where website development is needed
• Broken Links cleanup & ongoing maintenance
• Google Search Console management
• Landing Page or Website Development
• Website Maintenance & Security Updates
• New Website Migration
• Change of Strategy Mid-Campaign

11. SEARCH ENGINE MARKETING

Our Search Engine Advertising Services may include:

• Keyword research & Keyword Recommendations
• Creation of Google AdWords account
• Creation of Google Analytics account
• Setup of conversion tracking in Google Analytics
• Implementation of conversion tracking code
• Creation of text ad copy and ad extensions
• Management of keyword bids and ad targeting
• On-going optimization and Digital Marketing Campaign analysis
• Monthly Progress Report

Our Search Engine Advertising Services exclude:

• Implementation of advanced conversion tracking code where website development is needed
• Creation of a Privacy Policy
• Landing Page or Website Development
• Change of Strategy Mid-Campaign

Unless otherwise agreed, Phoenix Lab will utilize their professional account/s to engage the appropriate third party provider e.g. Facebook, Google.

The client acknowledges that Phoenix Lab source suppliers and placements, but the terms and conditions of those placements are governed by the suppliers. You will provide the access to your social media accounts or permission for us to set up accounts on your behalf.

12. DISPLAY ADVERTISING

Our Display Advertising Services may include:

• Creation of display banners
• Creation of Google AdWords account
• Setup of conversion tracking and remarketing tags in Google Analytics
• Implementation of Conversion Tracking Code
• Set-up of audience and/or display placement targeting
• On-going optimization and Digital Marketing Campaign analysis
• Monthly Progress Report

Our Display Advertising Services exclude:

• Implementation of advanced conversion tracking code where website development is needed
• Creation of a Privacy Policy
• Landing Page or Website Development
• Change of Strategy Mid-Campaign

Unless otherwise agreed, Phoenix Lab will utilize their professional account/s to engage the appropriate third party provider e.g. Facebook, Google.

The client acknowledges that Phoenix Lab source suppliers and placements, but the terms and conditions of those placements are governed by the suppliers.

You will provide access to your social media accounts or permission for us to set up accounts on your behalf.

13. SOCIAL MEDIA ADVERTISING

Our Social Media Advertising Services may include:

• Creation of Facebook ads including image design and ad copy
• Creation of a Facebook ad account within Phoenix Lab’s business manager account
• Setup of conversion tracking in Google Analytics
• Implementation of conversion tracking code & Facebook pixel
• Set-up of specific remarketing lists using data from your Facebook pixel
• Set-up of interest and demographic audiences for Digital Marketing Campaign targeting
• On-going optimization and Digital Marketing Campaign analysis
• Monthly Progress Report

Our Social Media Advertising Services exclude:

• Implementation of advanced conversion tracking code where website development is needed
• Creation of a Privacy Policy
• Landing Page or Website Development
• Setup & management of your Facebook community or Facebook page
• Responding to your comments and downloading leads on your Facebook advertisements
• Integration of Facebook with 3rd party platforms and any resulting data loss
• Change of Strategy Mid-Campaign

Unless otherwise agreed, Phoenix Lab will utilize their professional account/s to engage the appropriate third party provider e.g. Facebook, Google.

The client acknowledges that Phoenix Lab source suppliers and placements, but the terms and conditions of those placements are governed by the suppliers.

You will provide access to your social media accounts or permission for us to set up accounts on your behalf.

14. SOCIAL MEDIA MANAGEMENT (SMM)

Our Social Media Management services may include:

• social media review, analysis and strategy development;
• social media campaigns, blogs, content creation, client engagement and/or profile management for Facebook, Twitter, LinkedIn or other social media platforms;
• social media analytics;
• social media policy.

You will provide access to your social media accounts or permission for us to set up accounts on your behalf.

15. STRATEGY, CREATIVE AND ANALYTICS

Our Strategy, Creative and Analytics services may include:

• digital marketing audits;
• digital marketing strategy development;
• digital marketing strategy implementation;
• videos, images, memes, info graphics, whitepapers, reports and surveys;
• Google analytics;
• reputation management;
• call tracking

16. ARCHIVING / RETRIEVAL

Phoenix Lab will endeavour to store or archive all electronic files used in the production of your Service. However, Phoenix Lab provide no guarantee that any stored or archived files can be retrieved in the future.

Once your Service is launched, archiving of the files and database and copies of these files becomes the responsibility of the Client. Phoenix Lab can at the request of the Client provide this service for an Additional Cost.

17. DISBURSEMENTS

Disbursement charges are not included in the Fees. If Phoenix Lab incur any disbursements or expenses during the course of the Service, Phoenix Lab will charge these to you as Additional Costs.

These may include but are not limited to:

• costs of plugins and themes purchased as part of the Service;
• consumable material utilized as part of a Service or Digital Marketing Campaign;
• One-off costs for social media monitoring at events.

18. WARRANTY DISCLAIMER

Nothing in this Agreement excludes, restricts or modifies any right or remedy, or any guarantee, warranty or other term or condition implied or imposed by legislation which cannot be lawfully excluded or limited. Such legislation includes the Cambodian Consumer Law which contains guarantees that protect the purchasers of goods and services in certain circumstances, each a non-excludable provision.

Subject to Phoenix Lab’s obligations under the non-excludable provisions, and to the fullest extent permissible by law, Phoenix Lab expressly disclaims all warranties and representations of any kind with respect to the Services whether express, implied, statutory, or arising out of the course of performance, course of dealing or usage of trade including any warranties or merchantability, fitness for a particular purpose, satisfactory quality, accuracy, title or non-infringement.

19. LIMITATION OF LIABILITY AND WARRANTY

To the fullest extent permissible by law, Phoenix Lab is not liable (whether in contract or tort) for:

• faults or defects in any services or goods provided by third parties in connection with this agreement; or
• any indirect, special or consequential loss (including loss or corruption of data, loss of profits, revenue, goodwill, anticipated savings and business interruption) however arising, whether or not Phoenix Lab knew of the possibility of such loss and whether or not such loss was foreseeable.

To the fullest extent permissible by law, in no event will Phoenix Lab’s liability in contract, tort (including negligence and breach of statutory duty) or otherwise arising out of, or in connection with, this agreement exceed the amounts actually paid by the Client to Phoenix Lab for the Service;

Phoenix Lab makes no warranties regarding the likelihood of success of marketing or promotional activity undertaken pursuant to the agreement.

Without limiting the above, Phoenix Lab will use its reasonable endeavours to optimize the performance of your Digital Marketing Campaign, however, Phoenix Lab gives no warranties and makes no guarantees in respect of the performance of your Digital Marketing Campaign. You acknowledge that:

• search engine results and ad position will vary for each of the search engines and social media platforms;
• the algorithms of each search engine and social media platform may change unexpectedly from time to time;
• and this is out of the control of Phoenix Lab

To the fullest extent permitted by law, the liability of Phoenix Lab for a breach of a non-excludable condition is limited to: in the case of the provision of services:

• the supplying of the services again; or
• Payment of the cost of having the services supplied again.

in relation to goods:

• the replacement of the goods or the supply of equivalent goods;
• the payment of the cost of replacing the goods or acquiring equivalent goods; or
• the repair of the goods or the payment of the cost of having the goods repaired.
• To the full extent permitted by law, Phoenix Lab excludes all liability for the infringement of the Intellectual Property rights of any third party arising from any of the material or content published during the performance of the Services;
• liability for misrepresentation or negligence arising from detrimental reliance on any of the material or content published in accordance with the performance of the Services. It is your responsibility to thoroughly check and gain independent expert advice on the suitability or correctness of the material to be published as part of the performance of the Services;
• liability in respect of loss of data, 3rd party integration failure, breach of our security, interruption of business or any consequential or incidental damages; all representations, warranties or terms (whether express or implied) other than those expressly set out in the agreement.

Phoenix Lab’s total aggregate liability for all claims relating to the agreement is limited to the price for the Services payable under this agreement.

Either party’s liability for any claim relating to the agreement will be reduced to the extent to which the other party contributed to the damage arising from the claim.

20. INDEMNITY

You indemnify, defend and hold harmless Phoenix Lab in respect of all actions, claims, proceedings, demands, liabilities, losses, damages, expenses and costs (including legal fees on a full indemnity basis), in connection with any of the following:

• any breach of this agreement;
• your negligent acts or omissions; or
• your use of the Services, including any third party claims made in connection with or arising out of the Client’s use of the Service, other than use in accordance with this agreement.
• breach of third party Intellectual Property.

You indemnify, and agree to keep Phoenix Lab, its directors, officers and employees indemnified, against all Loss arising from actions taken performing Services.

21. INTELLECTUAL PROPERTY AND SUPPLY OF RAW / EDITABLE FILES

All Intellectual Property Rights in Service Intellectual Property vest in, or will upon their creation vest in Phoenix Lab.

Phoenix Lab grant you a non-transferable, non-exclusive license to:

• publish one copy of the Service and supporting Service Intellectual Property unless otherwise stated by Phoenix Lab; and
• use and reproduce the other Service Intellectual Property;
• You must not, without our prior written consent:
• adapt, create derivative works from or merge the template or other Service Intellectual Property;
• use the Service Intellectual Property for any purpose other than the specific purpose for which Phoenix Lab have provided it;
• reverse engineer, disassemble or decompile the Service Intellectual Property;
• distribute, lend, resell, transfer, assign or sublicense the Service or other Service Intellectual Property, or allow any other person to use it except in the course of visiting the Service; and
• remove or attempt to remove any proprietary or copyright notices or any labels on the Service or other Service Intellectual Property.

The supply of raw / editable files is at the discretion of Phoenix Lab. Additional Costs will apply, and may be based upon a percentage of the original Pricing Structure, or a retrieval and release fee.

Stock images and commercial fonts remain the property of Phoenix Lab, under license or its licensors at all times and are governed under licensing restrictions and rules and are not transferrable.

All ad text, ad targeting, ad creative and all ad accounts remain Phoenix Lab’s;

Phoenix Lab do not warrant that your use of the designs, materials or content produced by us for you in the course of the Service will not infringe any third party’s Intellectual Property Rights or any person’s Moral Rights, but Phoenix Lab will advise you if Phoenix Lab become aware of any infringement.

You agree to carry the Phoenix Lab logo or Phoenix Lab text hyperlink in or under the website footer.

You agree to allow Phoenix Lab to use the Services provided for promotional and portfolio purposes.

As part of the Services, Phoenix Lab may place your company logo and case study on its corporate website or promotional collateral for promotional purposes and you irrevocably authorize Phoenix Lab to do so.

You agree to provide feedback or a testimony upon request after the release/closure of the Service.

22. CONFIDENTIALITY

Each party agrees to keep confidential, and not to use or disclose except as permitted by these terms and conditions, any Confidential Information of the other party. The parties agree not to disclose these terms and conditions (including any schedules), or any details of a Purchase Order or Pricing Structure. This obligation of confidence extends to Confidential Information obtained by a party before entering into this agreement. Each Party shall refrain from making negative comments about the other Party, whether online or in person.

The obligation of confidence as set out above does not apply to Confidential Information to the extent that is required to be disclosed by law or the rules of any stock exchange on which the recipient’s securities:

• are listed, provided that the recipient discloses the minimum amount of Confidential Information required to satisfy the Law or rules.
• The Party required to disclose the other Party’s Confidential Information as set out above must:
• provide a reasonable amount of notice to the other Party of the proposed disclosure;
• consult with the other Party as to the form of the disclosure; and
• take all reasonable steps to maintain such Confidential Information in confidence.

Each party must take all steps and do all such things as may be necessary, prudent or desirable in order to safeguard the confidentiality of the Confidential Information of the other party.

23. CALCULATION OF FEES IF NOT SPECIFIED

If the Fees are not specified (in a Purchase Order, Pricing Structure or otherwise) at the commencement of the Service, then Phoenix Lab will charge you at the Professional Rates for all work that Phoenix Lab carry out for you in the course of the Service.

The Professional Rates may change from time to time.

Phoenix Lab will perform the Services as specified in the Pricing Structure or as agreed in writing with the client, utilizing the specified providers and/or platforms, for the specified term.

Phoenix Lab reserve the right to reallocate approved pay per click budget between different approved marketing platforms (Google, Facebook/ Instagram or LinkedIn or strategies (demographic targeting / remarketing) based on the effectiveness of the Digital Marketing Campaign in order to maximize results.

Refunds will not be issued for paused Digital Marketing Campaigns or overpayment; a credit note may be issued at Phoenix Lab’s discretion.

Phoenix Lab reserves the right to charge Additional Costs caused by the Clients instructions, lack of instructions, interruptions, mistakes, work for which Phoenix Lab is not responsible and changes to the requirements, expectations or hardware and software environment, and extra work required caused by faults or defects in any service provided by a third party.

24. PAYMENT

Payment for Digital Marketing Campaigns must be made by credit card (Visa, Mastercard) or automatic direct debit from your nominated bank account.

Digital Marketing Campaigns run for the calendar month, payments must be received by the 20th of the preceding calendar month in order for the campaign to run in that calendar month.

Digital Marketing Campaigns that start mid-month due to delays in receiving approved ad creative or landing pages will have their monthly budget accelerated to be used by the end of that calendar month.

Billing for Digital Marketing Campaigns may not be paused during the initial Term.

The Term will automatically renew for subsequent periods of the same duration, unless either party gives the other party written notice terminating the agreement 30 days prior to the expiration of the Term.

In relation to our Services, Phoenix Lab may issue invoices for:

• payment as indicated in our Pricing Structure or estimate;
• for Additional Costs on an ad hoc basis as agreed.

Phoenix Lab reserves the right to suspend all services provided to the client until any payment default is rectified under this Agreement.

25. VAT

Unless Phoenix Lab expressly state otherwise, the Fees and Additional Costs do not include VAT.

If at any time Phoenix Lab decide that VAT is payable on supplies made by us, or if the Cambodian Taxation Office assesses VAT on any such supplies, then the necessary amount will be added to, and form part of, the Fees or Additional Charges (as the case may be) at the VAT rate prevailing at the relevant time.

Phoenix Lab reserve the right to recover from you at any time such an amount on account of VAT on supplies made by us to you under this agreement.

26. DURATION OF AGREEMENT AND ITS TERMINATION

Upon execution by both parties this agreement will take effect: immediately and remain in effect until the purpose of the Service has been achieved.

The term will automatically renew for subsequent periods of the same duration, unless either party gives the other party written notice terminating the agreement 30 days prior to the expiration of the term or both parties agree in writing to vary the Services provided.

A party may terminate this agreement by notice in writing to the other party if

• the other party commits a material breach of this agreement that is capable of remedy (including failure to pay any amount due under this agreement) and fails to remedy that breach within [14] days after receiving notice from the other Party to do so;
• the other party commits a material breach of this agreement that is not capable of remedy; or
• the other Party becomes Insolvent.

Phoenix Lab may terminate this agreement if:

• you do not provide any information or materials requested within a reasonable time after being asked to do so; or
• Phoenix Lab considers that mutual confidence and trust no longer exist.

Upon termination of this agreement:

• our obligation to carry out the Service ceases;
• each party’s rights and obligations accrued prior to termination are not affected;
• the license granted ceases;
• any unpaid invoice owed to Phoenix Lab must be paid, including for any minimum term (failure to do so may result in Phoenix Lab registering this default with a credit reporting agency);
• each party must immediately return to the other party (or destroy or delete as the other party directs) all Confidential Information of the other party in its possession or control, except to the extent that the party needs to keep such information to comply with its record-keeping obligations; and
• except as provided above and in sections 18, 19, 20, 21, 22 and 28 will continue.

27. DISPUTE RESOLUTION

If a dispute arises out of or relates to this Agreement, a Party may not commence any court or arbitration proceedings relating to the dispute unless the Party has complied with this clause, except where the Party seeks urgent interlocutory relief. Where a Party fails to comply with this clause any other Party in dispute with the Party so failing to comply need not comply with this clause before referring the dispute to arbitration or commencing Court proceedings relating to that dispute.

A Party claiming that a dispute to which this clause applies has arisen under this Agreement or in relation to this Agreement shall give written notice to each of the other Parties designating as its representative in negotiations relating to the dispute a person with authority to settle the dispute on its behalf. Each other Party given written notice shall promptly give notice in writing to each other Party designating as its representative in negotiations relating to the dispute a person with similar authority.

Phoenix Lab may pause work to conduct whatever investigations deemed appropriate and, within 90 days of the given written notice, seek to resolve the dispute.

If the dispute is not resolved within the following 90 days (or within such further period as the representatives may agree is appropriate), the Parties shall within a further 90 days (or within such further period as the representatives may agree is appropriate) seek to agree on:

• a process for resolving the whole or part of the dispute through means other than litigation or arbitration, such as further negotiations, mediation, conciliation, independent expert determination or mini-trial;
• the procedure and timetable for any exchange of documents and other information relating to the dispute;
• procedural rules and a timetable for the conduct of the selected mode of proceeding;
• a procedure for selection and compensation of any neutral person who may be employed by the Parties to assist in relation to the dispute; and
• whether the Parties should seek the assistance of a dispute resolution organisation.
• The Parties acknowledge that the purpose of any exchange of information or documents or the making of any offer of settlement pursuant to this Clause is to attempt to settle the dispute between the Parties.

After the expiration of the time established by or agreed upon under the Clause for agreement on a dispute resolution process, any Party which has complied with the provisions of Clause 27 and may in writing terminate the dispute resolution process provided for in those paragraphs and may then refer the dispute to arbitration or commence Court proceedings relating to the dispute.

28. GENERAL

Any notice given under this agreement must be in writing, addressed to the other party’s contact persons as notified by the other party.

This agreement does not create a relationship of employment, agency or partnership between the parties.

Phoenix Lab may sub-contract our obligations under this agreement.

The failure of a party at any time to insist on performance by the other party of an obligation under this agreement is not a waiver of any of its rights.

If part or all of any of the provisions of this agreement is illegal or unenforceable, it will be severed from this agreement, and will not affect the continued operation of the remaining provisions.

The additional terms and conditions referred to sections 18, 19, 20, 21, and 22 do not apply to the extent that they:

• are not permitted under Cambodian law; or
• exclude or unlawfully limit any applicable Consumer Guarantee or Title Guarantee.

Phoenix Lab may change this agreement from time to time. The new terms will apply to any Service that commences after the date that Phoenix Lab publish the changed terms and conditions. Your engagement of our Services after that date signifies your acceptance of the amended agreement.

This agreement is governed by the laws of Kingdom of Cambodia. Each party irrevocably submits to the exclusive jurisdiction of the courts of Cambodia and shall not:

• object to an action being brought in the Federal Court; or
• assert that any action has been brought in an inconvenient forum;
• and each party undertakes to refrain from:
  • bringing an action in any other court or tribunal whether within Cambodia or otherwise; and
  • seeking pursuant to the Jurisdiction of Courts or otherwise to transfer any action to another State or Territory; in relation to any dispute which arises directly or indirectly from this agreement.

This agreement is to be read subject to any legislation that prohibits or restricts the exclusion, restriction or modification of any implied warranties, conditions or obligations. If such legislation applies, to the extent possible, Phoenix Lab limits its liability in respect of any claim to, at Phoenix Lab’s option:

• the redelivery of the Services: or
• the payment of the cost of redelivery of the Services or acquiring equivalent services;
• This agreement constitutes the entire agreement of the parties as to the subject matter and supersedes and cancels all prior arrangements, understandings and negotiations in connection with it. Any statement made in negotiations for this agreement which is not set out in this agreement does not form part of the agreement between the parties.

29. INTERPRETATION

In this agreement:

• a reference to “this agreement” means these terms and conditions (including any schedule) together with a Purchase Order or Pricing Structure (if any);
• headings and bold type are for convenience only and do not affect the interpretation of these terms;
• the singular includes the plural and the plural includes the singular;
• words of any gender include all genders;
• other parts of speech and grammatical forms of a word or phrase defined in this agreement have a corresponding meaning, unless the context clearly requires otherwise;
• an expression importing a person includes any company, partnership, joint venture, association, corporation or other body corporate and any government agency as well as an individual;
• a reference to any legislation includes all delegated legislation made under it, and amendments, consolidations, replacements or re-enactments of any of them;
• a reference to a party to a document includes that party’s successors and permitted assignees;
• a promise on the part of 2 or more persons binds them jointly and severally;
• no provision of this agreement will be construed adversely to a party because that party was responsible for the preparation of this agreement or that provision; and
• specifying anything in this agreement after the words “include” or “for example” or similar expressions does not limit what else is included.

Definitions

Additional Costs means all additional costs that Phoenix Lab is permitted to charge you under this agreement.

Approval Item is defined in clause 8.1.

Broken Links usually occur when pages are renamed or removed from an existing or new website. Search engines look at the number of broken links when determining a website’s ranking, making regular cleanup necessary. The volume of work involved and frequency vary with each individual website. Therefore, cleanup is not included in your SEO campaign. Phoenix Lab will do regular broken link checks and advise you of what broken links need to be cleaned up.

Change of Strategy Mid-Campaign If you decide to change your keywords, ad text, ad targeting, ad creative within 3 months of commencement of the Online Advertising services or 12 months of the commencement of the Search Engine Optimization services, you will be charged at our Professional Rate to make those changes.

Claim means a demand, action or proceeding of any nature whether actual or threatened.

Client, you or your means, in relation to any work that Phoenix Lab do for you:

• the person named as the Client in the Purchase Order;
• if there is no Purchase Order, then the person named as the Client in the Pricing Structure; or
• if there is no Pricing Structure, then the person for whom Phoenix Lab are undertaking the Service.

Client Content is defined in section 5.

Confidential Information of a party:

1. means any information:

• regarding that party’s business or affairs;
• regarding that party’s customers, employees, or other people doing business with that party;
• which is by its nature confidential;
• which is designated as confidential by that party at the time of disclosure or within 14 days after disclosure; or
• which the other party knows or ought to know is confidential;
• includes without limitation (unless excluded below) that party’s Intellectual Property Rights and these terms and conditions; but
• does not include information to the extent that information is developed or known by the other party independently of this agreement and independently of any obligation of confidence (including because it is in the public domain).

Consumer Guarantee means a consumer guarantee applicable to this agreement under the Cambodian Consumer Law.

Content Management System (CMS) A content management system (CMS) is a web-based software application or set of related programs that are used to create and manage digital website content.

Copywriting & Content Generation All SEO campaigns include initial website copywriting and content generation as part of the ongoing article submission and Link Building strategy. If your advertising strategy requires additional copywriting and content generation in the form of blog articles, press releases or additional landing page or website content this can be produced at our Professional Hourly Rate.

Digital Marketing Campaign is the execution of the Services as defined in section 3, combined with the strategy, keywords, ad text, ad targeting, ad creative as agreed between the client and Phoenix Lab.

Fees means, in respect of a Service:

(a) the Fees payable to us for the Service as set out in a Pricing Structure or Invoice or

(b) if no Fees are specified, Fees for all work Phoenix Lab do in the course of the Service calculated in accordance with section 23.

Finalization means when the Service is handed over to you for your data entry and/or testing (not when the Service is launched).

VAT means a goods and services tax or similar tax levied in Cambodia.

Insolvent in relation to a party, means that:

• the party has ceased or taken steps to cease to conduct its business in the normal manner;
• the party has entered into or resolved to enter into any arrangement, composition or compromise with or assignment for the benefit of its creditors or any class of them;
• the party is unable to pay its debts when they are due;
• a liquidator or provisional liquidator is appointed to the party, or a receiver, receiver and manager, official manager, trustee or similar official is appointed over any of the party’s assets or undertakings;
• an application or order is made or a resolution is passed for the winding up of the party; or
• an event similar to one above occurs in respect of the party in any non-Cambodian jurisdiction.

Intellectual Property Rights means all industrial and intellectual property rights anywhere in the world, including:

• copyright, patents, trademarks, plant breeder’s rights, rights in circuit layouts, registered designs and any right to have confidential information kept confidential; and
• any application or right to apply for registration of any of the rights referred to above.

Keyword Recommendations Phoenix Lab will aim to find the most profitable keywords for your business. These keywords will have the right context, have significant demand, rank potential, and able to grow current organic visibility. Once these are agreed, we do not recommend a Change of Strategy Mid-Campaign. The movement of these keywords depends on a number of factors including the nature of the business, industry, search volume and search demand. Improvement comes gradually and it takes months of monitoring before we gauge keyword performance.

Landing Page or Website Development We will provide an initial landing page or website assessment to recommend changes to improve your conversion rate. If your landing page or website is built on one of our supported Content Management Systems we may be able to make changes to your landing page or website at our Professional Hourly Rate.

Link Building we will create hyperlinks (backlinks) from a number of different news, blog and directory websites to your website’s URL. Search engines analyses the popularity, relevance, and authority of a website through the number of quality hyperlinks pointing back to the website. Growing the backlink profile of a website is a critical part of SEO. The more quality backlinks a website has from trusted sources, the better the chances are for ranking at the top of search results.

Local SEO Report As part of the search engine optimization Services and in accordance with Phoenix Lab’s discretion we will prepare a comprehensive report that details the recommended best practice changes to local directory listings that are necessary to improve the website’s rankings in the most popular search engines at that point in time. These practices will change from time to time as determined by the regularity of the search engines algorithm updates. Phoenix Lab will use its best endeavours to update and reissue the Local SEO Report as frequently as Phoenix Lab deems is necessary to reflect best practice local SEO practices.

Phoenix Lab will create local citations for the client. Citations show the website’s relevance and validity, which help search engines identify the business’ expertise in a particular niche. Citations include local directory listings such as Google My Business, Bing Places, Yelp, Maps Connect (Apple), and many more. For these local citations to be effective, the business name, address, and phone number (NAP) must be consistently listed across the web. All these will be detailed in the Local SEO Report we will send to the client.

Loss means:

• any liability, cost, expense, loss, personal injury (including illness), death or damage; and
• in relation to a Claim, Loss includes amounts payable on the Claim and (whether or not the Claim is successful), legal costs and disbursements on a full indemnity basis.

Monthly Progress Report Every month, we will send a report which details the Digital Marketing Campaign’s progress and enquiry volume (where available). This is also the time when account managers schedule calls to clients to explain how the Digital Marketing Campaign is progressing and if there are recommended changes needed to be completed to further improve the Digital Marketing Campaign.

New Website Migration Maintaining organic position in search results when launching a new website requires extensive planning & research and careful & precise execution. There is a strict process that needs to be followed to ensure all ranking equity, organic rankings, and traffic are retained. A big part of this process is mapping and implementing a series of 301 redirects. When planning the new website build, please contact Phoenix Lab and we will provide you a list of key pages and content that need to be included as part of the new site. In addition, when the site is nearing completion, please let us know and we will produce a mapping document that will lay out what old pages need to be redirected to new pages to ensure no ranking equity is lost.

Online Advertising includes Search Engine Advertising, Display Advertising, & Social Media Advertising.

On Page SEO Report As part of the search engine optimization Services and in accordance with Phoenix Lab’s discretion we will prepare a comprehensive report that details the recommended best practice changes to the website that are necessary to improve the website’s rankings in the most popular search engines at that point in time. These practices will change from time to time as determined by the regularity of the search engines algorithm updates. Phoenix Lab will use its best endeavours to update and reissue the On Page SEO Report as frequently as Phoenix Lab deems is necessary to reflect best practice on-page SEO practices.

The On Page SEO Report will recommend a series of changes to the website (on site changes). Generally, most of the on-site content and basic structural changes for an SEO campaign can be done through the website’s Content Management System (CMS). However, there may be more major structural changes required on your website such as changes to: the URL structure, new page templates, sitemaps, website crawlability, mobile friendliness, page speed, social media buttons, breadcrumbs snippet, structured data schema, and Broken Links cleanup which will need to be completed by the clients website developer. If your website is built on one of our supported Content Management Systems we may be able to make changes to your website at our Professional Rate.

Privacy Policy Before you can conduct search engine or social media advertising your website must have a privacy policy stating what you do to protect your visitors’ privacy and disclose the use of cookies on the site. We are unable to activate live search engine or social media advertising campaigns until your website has a compliant privacy policy. We can prepare one for you at our Professional Rate.

Pricing Structure means a proposal or fee estimate that Phoenix Lab provide to you in respect of any work that you have asked us to do.

Purchase Order means a document issued (in writing or electronically) by us to you that sets out:

• the Services that Phoenix Lab will provide to you;
• the estimated times within which those Services will be provided; and
• the Fees payable to us for those Services.

Schedule of Fees means the rates and packages attached to this document, and any replacement of that professional services schedule released from time to time.

Service means, in relation to any work that Phoenix Lab do for you:

• the Service described in a Purchase Order;
• if there is no Purchase Order, the Service described in a Pricing Structure;
• if there is no Pricing Structure, then the Service described in the Specifications; or
• if there are no Specifications, then the work that you have asked us to do.

Service Intellectual Property means designs, artwork, software and materials provided to you in the course of the Service, and any other Intellectual Property Rights created in the course of the Service, but does not include:

• the Content Management System (except to the extent that Phoenix Lab have modified it);
• the Phoenix Lab website Tools (except to the extent that Phoenix Lab have modified them); or
• Client Content.

Services means the Services that Phoenix Lab provide to you in the course of the Service, as described in section 3.

Specifications means specifications for the work that you have asked us to do, and that you provide to us before or at the commencement of the Service.

Variation means changes to the Pricing Structure, Specifications as described in section 6 and elsewhere in this agreement.

Variation Notice means is the written notification regarding the costs associated with Variations as described in section 6 and elsewhere in this agreement.

Warranty is any fix required to a supplied Phoenix Lab Service within 28 days of finalization. The determination of warranty labour is at Phoenix Lab’s discretion.

Website Maintenance & Security Updates A slow-loading, poorly working website will negatively affect the success of any Digital Marketing Campaign. If a search engine determines that a website has broken pages, spam or viruses, it would no longer list the website in search results. Search engines make sure that the links served at the top of search results are quality websites that visitors would find helpful and relevant. To keep your Digital Marketing Campaign working optimally, regular website maintenance and security updates must be done. This includes checking the website’s back-end for any bugs and errors, monitoring search console, conducting link cleanup, security version updates and patches. The client’s website developer must ensure these tasks are completed regularly. If your website is built on one of our supported Content Management Systems we may be able to make changes to your website at our Professional Rate.