In this Agreement, the following words have the following meanings:
“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, 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 shall supply the Services under the terms of this agreement to the Client.
“Key Phrases” The mutually agreed target search phrases for which the Services apply being the Key Phrases, as detailed within the Campaign Particulars.
“Minimum Term” The Minimum Term or ‘time-frame’ of the campaign outlined in the Campaign Particulars.
“Upfront Fee/s” The Upfront Fee, as detailed within the Campaign Particulars and is exclusive of GST.
“Ongoing Fee” Equal to the Monthly installments and is exclusive of GST.
“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.
“Term” The period between the Agreement Date and the date this agreement is terminated.
“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” Where a website experiences a negative impact on search rankings imposed by the search engine due to optimisation practices detected that are in breach of the search engines guidelines.
1. 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.
2. 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.
3. The Client agrees to pay the Company the Upfront Fee and the Ongoing Fee for the Services for the Term of this Agreement. Where applicable the UpFront Fee may be paid in instalments as detailed in the campaign particulars.
4. After the expiration of the Minimum Term, the Client agrees to pay the Company the Fee for continued service until the Agreement is terminated.
5. Payments of the Upfront Fee and Ongoing Fee must be made by direct debit or payment in advance in cleared funds scheduled in advance for the payment period. No work will commence until such payment is made or direct debit scheduled.
6. In the event of a failed debit payment, the Client agrees to allow to be debited from their account an administration fee of $9.90 including GST by the 3rd Party debit provider engaged by the Company.
7. In the event that the Client fails to pay any amount due under this agreement by the due date, the client agrees to pay the Company interest on the amount unpaid until full payment is made at the rate referred to in Section 2 of the Penalty Interest Rates Act 1983 (Vic).
8. The Client acknowledges and agrees that the Upfront Fee is calculated on the basis of the Services being provided over the Minimum Term and that a disproportionate amount of work is required to be undertaken by the Company for the Client in the provision of the Services during the early part of the Minimum Term. The Client acknowledges that the timing of the labour and assets will be deployed by the Company to provide the Services will occur in the best interests of the Services without direct correlation to the value accrued by the instalment payments of the Upfront Fee. Typically more value will be delivered in the early stages of the campaign than has been accrued and the Company will incur substantial loss in the event the Client terminates the agreement without cause during the Minimum Term. Such loss is quantified to be the balance of the Upfront Fee.
9. In the event that the Client terminates the Services within the Minimum Term from the Agreement Date the entire outstanding Fee 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.
10. This Agreement shall continue for the Term from the Agreement Date.
11. Either party may terminate this Agreement by giving each other one (1) month’s written notice after the expiry of the Minimum Term from the Agreement Date.
12. If work is delayed through no fault of the Company or if the Client changes their mind and no longer wants the Company to continue providing the Services (except where such change of mind arises because there is a breach by the Company of this agreement), no refund or compensation will be payable by the Company to the Client.
13. 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.
14. 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.
15. Our goods come with guarantees that cannot be excluded under the Australian Consumer Law. You are entitled to a replacement or refund for a major failure and compensation for any other reasonably foreseeable loss or damage. You are also entitled to have the goods repaired or replaced if the goods fail to be of acceptable quality and the failure does not amount to a major failure.
16.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.
17. 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.
18. 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.
19. 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.
20. 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.
21. 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.
23. The Company’s failure to act with respect to a breach by the Client or others does not waive its right to act with respect to subsequent or similar breaches.
24. 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.
25. The 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.
26. If any provision (or part of it) of the agreement is held to be unenforceable or invalid in any jurisdiction, then it will be interpreted as narrowly as necessary to allow it to be enforceable or valid. If a provision (or part of it) of the agreement cannot be interpreted as narrowly as necessary to allow it to be enforceable or valid, then the provision (or part of it) must be severed from the agreement and the remaining provisions (and remaining part of the provision) of the agreement are valid and enforceable.
27. Where clause is intended to operate after the expiry or termination of this agreement (including but not limited to Non Disparagement, Restraint on Using Company Staff, Indemnity by Client and Exclusivity (if included)), the parties agree that such clauses shall not merge and shall continue to be enforceable.
28. The Client appoints the Company to act as its exclusive provider of the Services for the Term subject to the following:
a. this exclusivity provision only applies to Services provided in [insert state/territory/country] (Territory). The Client shall not be prevented from engaging another provider of services similar to the Services if that provider will provide its services outside of the Territory.
b. this exclusivity provision only applies to Services in relation to [insert specific industry provisions] (Relevant Industry). The Client shall not be prevented from engaging another provider of services similar to the Services if that provider will provide its services outside of the Relevant Industry.