Marketing Planning Agreement

This document, together with the Privacy Policy, Terms and conditions  and any other policies or guidelines posted here (the “Agreement”) is a contract between you (“you”) and  KODOLOGY LLC having its principal place of business at located at 5709 Brookshire Blvd, Charlotte, NC 28216, USA  (the “Consultant”) concerning the conditions associated with your use of the website (the “Site”) and the purchase of the Digital Marketing Assessment Report and the marketing Calendar  (the “Services”).



1.1 Engagement. The Client hereby engages the Consultant to provide and perform the services set forth below in (the “Services”), and the Consultant hereby accepts the engagement.

1.2 Standard of Services. All Services to be provided by Consultant shall be performed with promptness and diligence in a workmanlike manner and at a level of proficiency to be expected of a consultant with the background and experience that Consultant has represented it has. The Client shall provide such access to its information, property and personnel as may be reasonably required in order to permit the Consultant to perform the Services.

1.3 Tools, Instruments and Equipment. Consultant shall provide own tools, instruments and equipment and place of performing the Services, unless otherwise agreed between the Parties.

1.4 Representation and Warranty. Consultant represents and warrants to the Client that it is under no contractual or other restrictions or obligations which are inconsistent with the execution of this Agreement or which will interfere with the performance of the Services.

1.5 Services. The Services that the Consultant provides to the Client in support of may include the followings:

    • The Marketing calendar
    • The Digital Marketing Assessment Report


This Agreement shall commence on the effective date of the purchase of the Digital Marketing Assessment Report and the Marketing Calendar, at the moment the Client reply to the online questionnaire and pay online for the purchase of the Services.

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

Upon termination of this agreement the Consultant obligation to carry out the Service ceases.


3.1 Consultancy Fee. In consideration of the Services to be rendered hereunder, the Client shall pay Consultant a Consultancy fee of four hundred ninety-nine (499 $ per month) for the Services provided by the Consultant.

3.2 Payment. The Consultant shall submit to the Client an invoice for the services rendered. The online payment will be processed and secured by Stripe platform by Credit Card or Debit Card.


4.1 Description

The Marketing calendar is a detailed 12 month calendar that includes significant national holidays, special days, specific days and promotions of the company distributed per month. Each month includes theme or focus and each week includes marketing planning. This calendar is used to plan marketing campaigns for the client’s company during the subscription period of 12 months. The 12 month calendar starts one month after the payment is fulfilled and finishes the same starting date the coming year.

4.2 Platform

This calendar is created in Google Drive platform by using Google Sheets document that is shared with the client via Basecamp. 

4.3 Workflow

The calendar is initially created by the Consultant and Client needs to complete the specific days and promotions for the next 12 months. When the calendar is completed, Consultant designs marketing planning per week taking into account the special dates and events of the month. 

4.4 Marketing content

Client needs to fill the onboarding questionnaire, so that Consultant can provide the needed content. The calendar contains separated content sheets, where the marketing campaign content is placed. Once all the required dates are included in the calendar, Consultant will create the content on the content sheet. Marketing content is divided into Social Media, Email campaigns and Paid Advertisement campaigns. Marketing content is created in periods of 3 months each. All the content is uploaded into the Basecamp folder together with the design. 

4.5 Client approval

Client approval depends on the answers provided in the onboarding questionnaire. If client wishes to give approval for all of the content and design this must be done via Basecamp. Approval must be given 5 days prior to the publication date by commenting on the uploaded content by Consultant. If there is no client approval on time, the publication will be cancelled automatically. Additionally, client can choose not to give approval for each content separately. Client can give feedback about the publications in the monthly report each month.

4.6 Publishing the content

The Client needs to share the login details for each Social Media platform in the onboarding questionnaire, so that Consultant can start publishing content in each platform. In occasions the two-factor authentication will be needed when Consultant entrance the account. In this case Client needs to provide the verification codes to the Consultant. This will be done by completing the security code process together with Consultant following the instructions in the 

4.7 Two-factor Authentication & Security code process

Two-factor Authentication is a method that all the social media platforms use accounts in order to avoid hackers getting access into the accounts. Consultant will continue using two-factor authentication once the Client has provided access by completing the security code process. 

The security code process is required when the social media platform blocks any new attempt of logins. This process needs to be completed in order to give Consultant access to publish on Client’s behalf. Consultant will provide a handbook to follow and complete this process successfully with the Client. During the process the phone number associated with the social media account will be changed to the one that the Consultant provides. This allows the Consultant to receive any security codes directly without disturbing the Client with any future login attempts. The phone number associated with the account will be changed back to the clients number once the contract expires. 

During the contract the responsibility of the customer remains regarding the accounts passwords. When the contract expires customer has the responsibility to change the passwords of the accounts.


Digital Marketing Assessment Report is an exhaustive analysis of the Client’s online digital presence. 

In this document the Consultant will include:

    • Marketing Analysis Overview. It is a study of the dynamism of the market in order to formulate a strategy on how to run the Client’s  business. 
    • SEO Audit. The Consultant will analyze the Client website based on factors that are important to the search engines in terms of organic search results. It dives into the technical infrastructure, on-page and off-page elements in order to determine issue. The Consultant will check the SEO Parameters of the website (title, meta descriptions, google preview…), Structured Data (open graph protocol, microformats and, the Mobile View (mobile friendliness, rendering, plugins…), the Usability (favicon, 404 page...?), the Technologies (server IP, analytics, encoding…), Backlinks and Traffic.
    • Social Media Audit. The Consultant will analyze all the social media accounts. This includes check the number of followers and likes, also your profile image and cover image. Furthermore, we will check your best post in the last 3 months and we will do a comparison with your competitors.

The Assessment Report will include recommendations for all the aspects analyzed. 

This report will be sent to the Client in the course of 15 days from completing the Assessment Report questionnaire.

6. Other conditions

6.1 Defined. In this Agreement the term “Confidential Information” shall mean the Work Product (the Digital Marketing Assessment Report and the marketing Calendar) and any and all information relating to the Client’s business, including, but not limited to, research, developments, product plans, products, services, diagrams, formulae, processes, techniques, technology, firmware, software, know-how, designs, ideas, discoveries, inventions, improvements, copyrights, trademarks, trade secrets, customers, suppliers, markets, marketing, finances disclosed by Client either directly or indirectly in writing, orally or visually, to Consultant.

Confidential Information does not include information which:

    • (i) is in or comes into the public domain without breach of this Agreement by the Consultant,
    • (ii) was in the possession of the Consultant prior to receipt from the Client and was not acquired by the Consultant from the Client under an obligation of confidentiality or non-use,
    • (iii) is acquired by the Consultant from a third party not under an obligation of confidentiality or non-use to the Client, or
    • (iv) is independently developed by the Consultant without use of any Confidential Information of the Client.

6.2 Obligations of Non-Disclosure and Non-Use. Unless otherwise agreed to in advance and in writing by the Client, Consultant will not, except as required by law or court order, use the Confidential Information for any purpose whatsoever other than the performance of the Services or disclose the Confidential Information to any third party.

Consultant may disclose the Confidential Information only to those of its employees or external collaborators or external consultants who need to know such information. In addition, prior to any disclosure of such Confidential Information to any such employee or external collaborators or external consultants, such employee or external collaborators or external consultants shall be made aware of the confidential nature of the Confidential Information and shall execute, or shall already be bound by, a non-disclosure agreement containing terms and conditions consistent with the terms and conditions of this Agreement. Consultant shall use the same degree of care to avoid disclosure of the Confidential Information as it employs with respect to its own Confidential Information of like importance, but not less than a reasonable degree of care.


The Consultant will endeavour to store or archive all electronic files used in the production of the Service. However, the Consultant 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. the Consultant can at the request of the Client provide this service for an Additional Cost.


To the fullest extent permissible by law, Consultant 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 Consultant 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 Consultant’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 Consultant for the Service;

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

Without limiting the above, Consultant will use its reasonable endeavours to optimise the performance of your Digital Marketing Campaign, however, Consultant  gives no warranties and makes no guarantees in respect of the performance of your Digital Marketing Campaign. 

The Client acknowledges 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 Consultant 

To the fullest extent permitted by law, the liability of Consultant  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.

To the full extent permitted by law, Consultant  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 the Client's 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.

Consultant ’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.


All Intellectual Property Rights in Service Intellectual Property vest in, or will upon their creation vest in the Consultant.

The Consultant grant you a non-transferable, non-exclusive license to:

    • publish one copy of the Service and supporting Service Intellectual Property unless otherwise stated by the Consultant; 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 the Consultant 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 the Consultant. 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 the Consultant, under license or its licensors at all times and are governed under licensing restrictions and rules and are not transferable.

All ad text, ad targeting, ad creative and all ad accounts remain the Consultant’s;

The Consultant 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 the Consultant will advise you if the Consultant become aware of any infringement.

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

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

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

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


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.

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.


Either Party shall be excused from any delay or failure in performance required hereunder if caused by reason of any occurrence or contingency beyond its reasonable control, including, but not limited to, acts of God, acts of war, fire, insurrection, strikes, lock-outs or other serious labor disputes, riots, earthquakes, floods, explosions or other acts of nature. 

The obligations and rights of the Party so excused shall be extended on a day-to-day basis for the time period equal to the period of such excusable interruption. When such events have abated, the Parties’ respective obligations hereunder shall resume.

In the event the interruption of the excused Party’s obligations continues for a period in excess of fifteen (15) calendar days, either Party shall have the right to terminate this Agreement upon thirty (30)  calendar days’ prior written notice to the other Party.


Each of Client and Consultant agree not to disclose the existence or contents of this Agreement to any third party without the prior written consent of the other Party except: (i) to its advisors, attorneys or auditors who have a need to know such information, (ii) as required by law or court order, (iii) as required in connection with the reorganization of a Party, or its merger into any other corporation, or the sale by a Party of all or substantially all of its properties or assets, or  (iv) as may be required in connection with the enforcement of this Agreement.


This Agreement shall be governed by and construed in accordance with the laws of North Carolina, without giving effect to any choice of law or conflict of law provisions. The Parties consent to the North Carolina jurisdiction and venue in the courts of Charlotte.


This Agreement constitutes the entire agreement of the Parties on the subject hereof and supersedes all prior understandings and instruments on such subject. This Agreement may not be modified other than by a written instrument executed by duly authorized representatives of the Parties.

No waiver of any provision of this Agreement shall constitute a waiver of any other provision(s) or of the same provision on another occasion. Failure of either Party to enforce any provision of this Agreement shall not constitute a waiver of such provision or any other provision(s) of this Agreement.

Should any provision of this Agreement be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, such provision may be modified by such court in compliance with the law giving effect to the intent of the Parties and enforced as modified. All other terms and conditions of this Agreement shall remain in full force and effect and shall be construed in accordance with the modified provision.


In this agreement:

    • a reference to “this agreement” means these clauses (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.

16. Definitions

Approval Item is defined in clause 8.

Consultant, we, us or our means Kodology LLC with its principal place of business located at 5709 Brookshire Blvd, Charlotte, NC 28216, USA.

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 the Consultant do for you:

    • the person named as the Client in the Purchase Order;
    • the person who have filled the online form and/or paid online for the purchase of the services.
    • 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 the Consultant are undertaking the Service.

Client Content is defined in section 5.

Confidential Information of a party:

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 American Law.

Fees means, in respect of a Service: the Fees payable to us for the Service as set out in the website, and/or in a Pricing Structure and/or Invoice.

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

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.

Moral Rights are defined in  the U.S Copyright Act, and includes any similar rights in any jurisdiction outside USA.

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

Privacy Policy means that 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 Hourly Rate.

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

    • the Services that the Consultant 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.

Services means the Services that the Consultant provide to you in the course of the Service, as described in section 1.