In this agreement, the following words have the following meanings:
“Agreement” The Agreement entered into by the Company and Client, bounded by the Terms outlined below and in the Campaign Particulars.
“Agreement Date” The Agreement Date means the date which is the earlier of the Client accepting the Campaign Particulars by email to the Company or signing a hardcopy of this Agreement enclosing a copy of the Campaign Particulars.
“Campaign Particulars” The Campaign Particulars provided by the Company to the Client setting out the Client, Fee, Key Phrases, Minimum Term, Ongoing Fee, Search Engines and Website.
“Client” The Client, as detailed within the Campaign Particulars and including its representatives.
“Company” The Company, as detailed within the Campaign Particulars and including its representatives.
“Fee’s” The Fee or Fees, as detailed within the Campaign Particulars constitutes the total amount payable within the monthly Term of the Agreement and exclusive of GST. The Fee instalment is paid ‘upfront’ by monthly payments and is ‘ongoing’ for the duration of the campaign.
“Guarantee Provision” Achieving the Progress Milestones by the Guarantee Term (if applicable).
“Guarantee Term” The Guarantee Term detailed in the Campaign Particulars (if any).
“Guarantee Period” The time from implementation of ‘on-page’ SEO elements to which the Guarantee applies.
“Key Phrases” The mutually agreed target search phrases for which the Services apply being the Key Phrases, as detailed within the Campaign Particulars.
“Progress Milestones” The Project Milestones detailed within the Campaign Particulars setting the number of Key Phrases entered into Search Engines which result in the Website being located at the Ranking in searches (if applicable).
“Ranking” The Ranking detailed within the Campaign Particulars.
“Search Engines” The Search Engines, as detailed within the Campaign Particulars.
“Services” The provision of Search Engine Optimisation (SEO) services to manipulate elements of the Website and references to the Website from other websites for the purpose of having the Website found and listed by Search Engines for the Key Phrases in searches and attempting to improve the ranking of the Website in the Search Engines when the Key Phrases are searched.
The Term or ‘time-frame’ of the campaign outlined in the Campaign Particulars.
12 Month Terms of service on a Month-to-Month basis. With a minimum Term of Three (3) Months.
“Website” The location defined by the unique resource locator (URL) being targeted by the campaign being the Website, as detailed within the Campaign Particulars.
“Penalised” A negative impact on a website’s search rankings based on updates to Google’s search algorithms and/ a manual review by Google.
The Company agrees to provide the Client with the Services and is authorised to use the Key Phrases to attempt to improve the ranking of and/or positioning of the Website within the Search Engines.
The Company shall communicate to the Client the Campaign Particulars by email. The Client shall acknowledge and accept the Campaign Particulars by reply email (prior to the campaign commencing) and in doing so enters this Agreement for the provision of the Services. In the event a hard-copy Agreement is being utilised the Client shall acknowledge and accept the Campaign Particulars by signing the Agreement and furnishing the Company with a hard-copy, facsimile or scanned copy (prior to the campaign commencing) and in doing so enters this Agreement for the provision of the Services.
Fees and Monthly Instalments
Deposit of the initial amount due as per the campaign particulars agreement is due immediately. We reserve the right not to commence any work until the first month is received in full.
Payments are not refundable under any circumstances as work commences immediately and is ongoing during the entire duration of the SEO campaigns lifespan.
Payment of the Fee
The Client agrees to pay the Company the Fee for providing the Services. The Fee shall be payable during the Minimum Term by the amounts outlined in the Campaign Particulars.
Payment of Fee when Client terminates Agreement
In the event that the Client terminates the Services the entire outstanding Fee of One (1) Month shall be immediately due and payable. The Client agrees that it shall be liable for and shall pay the balance of the Fees remaining within 14 days of termination.
Term of Agreement
This Agreement shall continue for the Term from the Agreement Date.
12 Month Terms on a Month-to-Month basis.
Termination of Agreement
Either party may terminate this Agreement by giving each other one (1) month’s written notice after the Agreement Date. Refunds will not be dealt post termination of the agreement or part thereof.
Delays by Client
In the event that the Client fails to provide valid access (FTP / Cpanel / CMS or other) logins to the Website or communicate around these details within one (1) month of entering this agreement, the Client agrees that the Company will document and forward instructions to the Client or nominated representative (such as a developer) for implementation. The Client agrees to implement such instructions immediately. The Company shall not be liable for any delay caused by the Client.
Company’s Liability for Defective Services
The Client acknowledges that the performance and success of its Services is dependant on the operators of Search Engines who may at any time change processes, procedures and software which may impact on results obtained by the Company in providing the Services during the Term.
Guarantee Provision (if applicable)
In the event that the Campaign Particulars includes a Guarantee Provision (“Warranty”), the particulars of the guarantee will be detailed in the Campaign Particulars and the Guarantee Terms appended which shall apply in addition to the General Terms. The guarantee does not limit any rights the Client has under the Australian Consumer Law.
The Target Website
In the event that our Technical Specialists deem the Website domain Penalised and as a result are unable to achieve the Guarantee, the client agrees that a new domain may need to be purchased, the website relocated to and the Services targeted to the new domain.
In the event that the Client does not wish to take up this option, the Company can work on the existing Website domain however the Client acknowledges that any Guarantee Provision may be voided.
To the extent permitted by law and subject to any consumer guarantees the Client has under the Australian Consumer Law, the parties agree that neither party shall be liable to the other for or in relation to any consequential loss (which includes but is not limited to loss of profits, loss of revenue, loss of business opportunities, loss of anticipated business opportunities, loss of anticipated savings and damage to goodwill) which relate to the obligations of the parties or arising from a breach by either party under this agreement.
Restraint on Using Company Staff
In consideration of the Company agreeing to provide the Services to the client, the Client agrees and warrants to the Company that it and its related parties shall not engage any Company staff either as an employee or contractor at any time during the Term of this Agreement or within 12 months of the termination of this Agreement.
The parties covenant that they will not at any time make any disparaging comments or disclose any information or make or publish any statement or do any other thing which may tend materially to harm or prejudice the other party’s reputation or good name (prejudicial information), this includes both parties not making disparaging comments or disclosing prejudicial information about the other through the use of social media, web discussion groups, websites or other like forums. The parties agree to immediately remove any prejudicial information posted online immediately upon written request of the other party.
The parties agree and acknowledge that this non-disparagement provision is a material term of this Agreement and the Company would not have entered into this Agreement without the inclusion of this provision.
The parties acknowledge and agree that a breach of this non-disparagement provision or disclosure of prejudicial information about the other party as described above will be a material breach of this Agreement and may cause material damage to the other party and that damages may be inadequate compensation for such a breach of this provision and, subject to the court’s discretion, the non-breaching party may restrain, by an injunction or similar remedy, any conduct or threatened conduct which is or will be a breach of this provision.
Indemnity by Client
To the extent permitted by law, the Client is liable for and agrees to indemnify the Company in respect of any loss or liability which the Company suffers, incurs or is liable for as a result of (i) any information given by the Client that is not accurate, up to date or complete or is otherwise misleading; or (ii) any breach of these Terms, or (iii) any damage to the reputation of the Company suffered as a consequence of the Clients breach of the Terms.
This Agreement is subject to the jurisdiction of the State of Victoria, Australia and the parties irrevocably submit to the jurisdiction of the courts of the State of Victoria.
If the terms of this Agreement differ from any other information that the Client has been provided with, including by email or phone, the terms of this agreement apply, unless the Company agrees to otherwise in writing. This Agreement and the Campaign Particulars supersedes all prior representations, promises and warranties.
AssignmentThe Client must not assign or deal with the whole or any part of its rights or obligations under the Agreement without the prior written consent of the Company. Any purported dealing or representation in breach of this clause is of no effect.