FORM OF INTERNET MARKETING SERVICE AGREEMENT
Exhibit 4.12
English Translation
|
Party A:
|
FAW Mazda Motor Sales Co., Ltd. (“FAWMazda”) | |
|
Party B:
|
Beijing Bitauto Internet Information Company Limited (“BBII”) | |
|
Party C:
|
Beijing C&I Advertising Company Limited (“CIG”) |
Party A, Party B and Party C hereby enter into the following
agreement (“Agreement”) with respect to the
Internet marketing services that Party A intends to source to
Party B and Party C.
ARTICLE 1
SCOPE OF
INTERNET MARKETING SERVICES
The Internet marketing services shall include the following:
1.1 Party B shall provide Party A with website creation and
maintenance services. See Article 2 for details;
1.2 Party B shall provide Party A with Internet public
relation services. See Article 3 for details;
1.3 Party B shall provide Party A with regional Internet
marketing support services. See Article 4 for details;
1.4 Party B shall provide Party A with Internet user
database management services. See Article 5 for
details; and
1.5 Party C shall provide Party A with Internet advertising
services. See Article 6 for details.
ARTICLE 2
WEBSITE
CREATION AND MAINTENANCE SERVICES
Details of such services shall be set forth in the relevant
website creation and maintenance agreements to be entered into
between Party B and the Department of General Administration and
Human Resources of Party A.
ARTICLE 3
INTERNET
PUBLIC RELATION SERVICES
3.1 Scope of Online Public Relation
Services
The Internet public relation services to be provided by Party B
to Party A shall include Daily Promotion services and online
campaigns services.
3.2 Daily Promotion Services
The Daily Promotion services shall include developing overall
strategies and plans for online public relations and promotions;
issuing press releases on the Internet; managing online public
relation crises; managing and developing relationships with
Internet media; monitoring the Internet content and public
relation crises; maintaining vehicle model information, Internet
forums and comments; and submitting summary reports on the Daily
Promotion services provided.
3.3 Online Campaign Services
1) Online campaigns shall include marketing campaigns
launched independently and other marketing or promotional
activities that need cooperation on the Internet.
2) Party B shall provide a detailed proposal for each
Online campaign. The proposal shall set forth the theme,
purpose, content, process and budget of each campaign and
support needed for the campaign.
3) The online campaign proposal shall be approved by Party
A before implementation.
4) The campaign shall be organized and implemented by Party
B.
5) Based on the project needs, Party B shall draft press
releases for the campaigns and publish such press releases on
the Internet media.
6) Party B shall plan, design, prepare and organize
materials for the online campaign activities. Product
information used in such online campaign activities shall be
accurate and fluent.
7) Party A shall provide the necessary support for online
activities and shall coordinate Party B with other service
providers of Party A.
8) During the implementation of online campaigns, Party B
shall keep Party A updated of the implementation progress and
any changes.
9) Expenses related to online campaigns shall be separately
agreed upon. Party A agrees to pay Party B *** of the budget of
each online activity as the implementation service fee.
3.4 Payment of Internet Public Relation
Fees
1) Payment of Daily Promotion service fees
a) Daily Promotion service fees shall be incorporated into
the Internet advertising service fees that Party A pays to Party
C pursuant to Subsection 8 of Article 6 and shall be paid
by Party C to Party B. Party A shall not make separate payment
to Party B with regard to Daily Promotion service fees.
2) Payment of Online Campaign fees
a) Within ten days after the end of each campaign, Party B
shall provide Party A summary report on the project, summary
report on fees and expenses, and official invoices. Within four
days after receiving such documents, Party A shall confirm such
reports and submit to its finance department to process. Party A
shall make full payment to Party B within *** after Party
A’s finance department approves such fees and expenses.
b) At the request of Party A, the
out-of-town
traveling expenses incurred by Party B in connection with
organizing online campaigns or attending marketing meetings for
Party A shall be paid together with the payment of campaign
costs or periodically as agreed upon. The fixed allowance is ***
per person per day (including boarding, meals,
telecommunication, local travel and other expenses). Travel
expenses shall be reimbursed as actually incurred. Travel by air
shall be limited to economy class. Travel expenses shall include
airport construction fee, insurance and fuel surcharge. The
number of days used to calculate
out-of-town
allowances shall commence from the date of hotel check-in.
Same-day
trip counts as one day. No third party invoices are needed.
3) Payment of Commercial Taxes
a) Party A shall be responsible for commercial taxes in the
amount of 5% of the total project cost (agency service fee
included).
ARTICLE 4
REGIONAL
INTERNET MARKETING SUPPORT SERVICES
1. Party B shall form regional Internet marketing teams and
assign a regional Internet marketing manager (“Regional
Manager”) for each regional market to assist Party A with
its regional marketing efforts.
2. Regional Manager shall be appointed by Party B. Party A
shall have right to request Party B to change the Regional
Manager if Party A is not satisfied with
his/her
services.
3. Party B shall provide to the following regional Internet
marketing support services:
1) general strategic planning for regional markets;
2) strategic planning of Internet public relations and
daily promotion services for regional markets;
3) execution of Internet public relations and daily
promotion services for regional markets;
4) planning of public relation events for regional markets;
5) execution and management of public relation events for
regional markets;
6) training on Internet marketing for regional
dealers; and
7) other support and implementation services related to
Internet marking in regional markets.
4. Regional Internet marketing service fee
1) Regional Internet marketing service fee shall be
incorporated into the Internet advertising service fee to be
paid by Party A to Party C as set forth in Article 6
subsection 8 hereof and shall be paid by Party C to Party B.
Party A shall not make separate payment to Party B with regard
to the regional Internet marketing service fee.
ARTICLE 5
INTERNET
USER DATABASE MANAGEMENT SERVICES
1. Party B shall collect data on Internet users through
Party A’s Internet marketing activities and shall manage
such data.
2. Specific database management services shall include:
1) planning of Internet user database management and
maintenance system;
2) development of the hardware and software infrastructures
for the Internet user database;
3) security of Internet user database;
4) collection, consolidation, analysis and categorization
of Internet user data;
5) maintenance of Internet user database, including its
review, selection and update;
6) targeted utilization of the Internet user database in
Party A’s Internet marketing campaigns; and
7) providing periodic report timely upon request from Party
A.
3. Party B shall manage the Internet user database on Party
A’s behalf. Party A shall have ownership over such
database. Party A may inspect and use the Internet user database
at any time.
4. Internet user database management service fee
1) Internet user database management service fee shall be
incorporated into the Internet advertising service fee to be
paid by Party A to Party C as set forth in Article 6
subsection 8 hereof and shall be paid by Party C to Party B.
Party A shall not make separate payment to Party B with regard
to the Internet user database management service fee.
ARTICLE 6
INTERNET
ADVERTISING AGENCY SERVICES TO BE PROVIDED BY PARTY C TO PARTY
A
1. Internet advertising agency services shall include:
1) Internet advertising strategy and advertisements
placement plans;
2) purchase Internet advertising resources;
3) creation, designing and production of Internet
advertisements;
4) placement, monitoring and archiving screen copies of
Internet advertisements;
5) result analysis on Internet advertisements; and
6) planning, production, updates and maintenance of the
webpage linked to Internet advertisements.
2. Internet advertising strategy and advertisements
placement plans
According to the general marketing plan and market activity
arrangement of Party A and taking into consideration the special
characteristics of Internet marketing, Party C shall provide
Internet advertising strategy and advertisements placement plans
for Party A.
3. Purchase Internet advertising resources
1) Party A shall authorize Party C to purchase all the
Internet advertising resources on its behalf; and
2) Party C agrees to advance the expenses for purchasing
the Internet advertising resources for Party A.
4. Creation, designing and production of Internet
advertisements
1) Party C shall create, design and produce Internet
advertisements and prepare literary works according to the
Internet advertising implementation proposal;
2) Internet advertisements shall be reviewed and approved
by Party A before release; and
3) The copyright of the Internet advertisements approved
and used by Party A shall belong to Party A. The copyright of
the Internet advertisements rejected by Party shall belong to
Party C.
5. Placement, monitoring and screenshots of Internet
advertisements
1) All Party A’s advertisements shall be placed by
Party C on Party A’s behalf;
2) Party C shall be responsible for reviewing the Internet
advertisements placed and the effectiveness of hyperlinks;
3) Party C shall provide to Party A Internet advertisement
monitoring summary on every business day; and
4) Party C shall be responsible for archiving screen copies
of scheduled Internet advertisements.
6. Result analysis on Internet advertisements
1) Party C shall analyze and summarize the placements of
Internet advertisements and shall conduct statistical analysis
on page views, clicks, click rates, click costs, page view costs
and other data.
2) Party C shall submit monthly and annual reports on the
above-mentioned items to Party A. Monthly reports shall be
submitted within the first 10 business days of the following
month. Annual reports shall be submitted within the first 10
business days of the following year.
7. Planning, developing, updating and maintaining the
webpage linked to Internet advertisements
1) Party C shall plan, develop, update and maintain the
content of web pages linked to the Internet advertisements
placed on Party A’s behalf.
2) Party C shall ensure that the content of the web pages
mentioned above be accurate and fluent.
8. Internet Advertising Fee
1) Party A shall pay Party C the purchase costs of Internet
advertising resources, Internet advertising service fee and
service taxes.
2) The Internet advertising service fee shall be calculated
as follows.
|
Fee Components
|
Fee Standard
|
|||
|
A. Service Fee
|
• Service fees for Internet advertising
strategy and placement planning, and implementation planning;
• Service fees for the creation, designing and production of Internet advertisements; • Service fees for placements of Internet advertisements; • Service fees for monitoring Internet advertisements and reports generation; |
*** of the total value of the Internet advertisements actually placed | ||
|
• Service fees for Internet public
relation and daily promotions;
|
||||
|
• Regional Internet marketing support
service fee; and
|
||||
|
• Internet user database management and
maintenance fees.
|
||||
|
B. Taxes
|
A*8.5% | 0.85% of the total value of the Internet advertisements actually placed | ||
|
Total
|
A+B | *** of the total value of the Internet advertisements actually placed |
3) Expenses advanced by Party C for purchasing Internet
advertising resources and placing Internet advertisements shall
be cleared on a monthly basis. Within 10 business days after the
end of each Internet advertisement placement, Party C shall
submit screen copy reports and invoices to Party A. Party A
shall pay such expenses within *** after approving such reports
and invoices.
9. Internet Advertising Agency Services Assessment
1) If Party C fails to provide services according to the
placement plan and requirements, Party A shall have right to
request Party C to compensate Party A’s losses with
resources or services of equivalent value.
2) Party A entrusts Party C to purchase all the Internet
adverting resources on its behalf. If, regarding the same
Internet advertising resources, Party A can prove that purchase
price can be lower than Party C’s quoted price, such
purchase shall be made at the purchase price provided by Party A.
3) If Party C fails to timely provide Party A the monthly
and annual Internet advertising summary reports, Party A shall
have right to deduct no more than *** from Party A’s
payments to Party C.
4) If there are inaccurate information or major mistakes in
the web pages linked to the Internet advertisements designed by
Party C, Party A shall have right to deduct no more than ***
from Party A’s payments to Party C.
5) If Party C fails to provide relevant screen copy reports
when Party A confirms there are no mistakes in the advertisement
placements, Party A shall have right to deduct 5% to 50% of the
agency service fees for that project.
ARTICLE 7
SERVICE
TEAM
1. Party B and Party C shall form independent service teams
to coordinate and implement the Internet marketing services.
2. Party B and Party C shall ensure the stability of their
service teams and make sure that the team members provide and
implement relevant services during the term of the Agreement.
3. Party A shall designate a contact person to assist Party
B and Party C with the relevant Internet marketing tasks.
ARTICLE 8
TERM OF
SERVICES
1. The term of the Agreement shall be one year, from
January 1, 2011 to December 31, 2011.
2. Upon the expiration of the term of services, unless any
of the three Parties objects, the Agreement will be
automatically extended for one more term.
ARTICLE 9
NON-COMPETE
CLAUSE
1. During the term of this Agreement, Party B and Party C
shall not provide the same services set forth in this Agreement
to any other automakers that directly compete with Party A
absent consent from Party A.
2. During the term of this Agreement, absent consent from
Party B or Party C, Party A shall not source part or all of the
services set forth in Article 1 from any other companies
unless the following occurs:
1) The services provided by Party B and Party C fail to
meet the requirements of Party A and continue to fail to meet
Party A’s requirements upon Party A’s formal request
for improvement; or
2) Significant losses are caused to Party A due to the
material breach of contract by Party B or Party C.
ARTICLE 10
CONFIDENTIALITY
1. In the course of providing services, any confidential
information exchanged or disclosed to the other parties shall be
marked “Confidential” by the Party providing the
confidential information. The Party receiving such information
shall limit the access to such information only to the relevant
persons who need to understand the projects.
2. Without Party A’s consent, Party B and Party C
shall not disclosed to any fourth party any information on the
business operation and the internal management process of Party
A that not already available to the public.
ARTICLE 11
LIABILITY
FOR BREACH OF CONTRACT
1. Party A, Party B and Party C shall strictly comply with
the Agreement and diligently fulfill their respective
obligations. In the event of unilateral breach of contract, the
breaching party shall be responsible for all the losses caused
by such breach.
2. Party B and Party C shall be responsible for the
legality of any service and content details provided to Party A.
Party B and Party C shall be liable for any disputes or
infringement claims by any fourth party except for those related
to the services that Party A chooses to proceed with even after
Party B and Party C advise Party A of the related legal risks.
3. Unless set forth in this Agreement, Party B or Party C
shall be solely liable for Party A’s losses caused by Party
B or Party C.
4. Party B or Party C shall be not be liable for any losses
caused by force majeure except that Party B or Party C shall
provide written proof issued by relevant authorities.
ARTICLE 12
OTHERS
1. This Agreement shall be legally enforceable upon
execution and affixing seals by the representatives of the
Parties.
2. This Agreement shall be executed in four official
copies. Party A shall hold two of such copies while Party B and
Party C shall hold one of such copies respectively. All four
copies shall have the same legal effect.
3. The People’s Court located in Party A’s
jurisdiction shall have jurisdiction over disputes arising out
of the Agreement.
4. Any written documents, project list, appendix, copies
and any supplemental agreements signed by the Parties, shall be
treated as an integral part of the Agreement.
5. The Parties hereto shall engage in friendly negotiation
to resolve any issues not covered herein.
|
Party A:
|
FAW Mazda Motor Sales Co., Ltd. (seal) | |
|
Party B:
|
Beijing Bitauto Internet Information Company Limited (seal) | |
|
Party C:
|
Beijing C&I Advertising Company Limited (seal) |
Confirmation
Letter
Beijing Bitauto Internet Technology Company Limited,
Beijing C&I Advertising Company Limited,
We hereby confirm that the “automakers that directly
compete with [us]” set forth in the Internet Marketing
Service Agreement entered into between us and you each year
means Guangzhou Toyota Automobile Company Limited, Guangzhou
Honda Automobile Company Limited, Shanghai General Motors Co.,
Ltd. and Dongfeng Nissan Passenger Vehicle Company.
FAW Mazda Motor Sales Co., Ltd.
