Melbourne Level 10, 505 Little Collins Street
Melbourne, Victoria 3000
P: 1300 663 995
Melbourne, Victoria 3000
P: 1300 663 995
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General Terms of Service
In this Agreement, the following words have the following meanings:
Campaign Details means the details relating to the Client’s Service agreed to by the Company and the Client by exchange of email. Client, Company, Fees, Payment Period, Key Phrases, Minimum Term, Search Engines and Website are as detailed within the Campaign Details.
Services means the services supplied by the Company to the Client as stated in the Campaign Details
Payment of the Fees
2. The Client agrees to pay the Company the Fees for the Services, in advance as stated by the payment period in the Campaign Details.
3. Payment of the Fees 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.
4. 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.
5. In the event that the Client fails to pay any amount due under this agreement by the due date, the Company may charge 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).
Termination of Agreement
6. Either party may terminate this agreement immediately by notice if:
a. the other party commits a material breach of the agreement which cannot be remedied;
b. the other party commits a remediable material breach of the agreement but fails to remedy that breach within 14 days of being required to do so;
c. an insolvency event occurs with respect to the other party.
7. Either party may terminate this Agreement by giving each other one (1) month’s written notice to take effect after the expiry of the Minimum Term.
8. The Company will allocate resources to the Service the cost of which are initially greater than the periodic payment of the fee. If the Service is terminated by the Client before the expiration of the minimum term the full fee for the minimum term is due.
9. All terms and warranties which might otherwise be implied by any legislation, the common law, equity, trade, custom or usage or otherwise into the agreement, are expressly excluded to the maximum extent permitted by law. If any services supplied pursuant to this agreement are supplied to you as a ‘consumer’ of services within the meaning of that term in the Australian Consumer Law, you will have the benefit of certain non-excludable rights and remedies in respect of the services and nothing in these terms excludes or restricts or modifies any condition, warranty, right or remedy which is so conferred by the Law. However, if the services are not ordinarily acquired for personal, domestic or household use or consumption, we limit our liability to, at our election, the supplying of the services again; or the payment of the cost of having the services supplied again.
Liability and Indemnity
10. 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.
11. Each party’s aggregate liability for any loss or damage in connection with the provision of the Services is limited to the charges paid by the Client to the Company in respect of the Services for the preceding 12 months to any such claim.
12. 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.
13. Except where expressly provided otherwise, any notice to be given by either party to the other may be sent by either email, post or courier to the address of the other party as appearing in this agreement or such other address as such party may from time to time have communicated to the other in writing, and if sent by email shall unless the contrary is proved be deemed to be received on the day it was sent or if sent on receipt of an email receipt confirmation, or if sent by post or courier shall be deemed to be served two days following the date of posting.
14. 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.
15. 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.
16. 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.
SEO Services means the Search Engine Optimisation (SEO) services supplied by the Company to the Client for the purpose of having the Website found and listed by Search Engines for the Key Phrases in searches and attempts to improve the ranking of the Website in the Search Engines when the Key Phrases are searched.
17.1. The Company agrees to provide the Client with the SEO 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.
17.2. At the end of the Minimum Term, your agreement will roll on a monthly basis without notice to you.
17.3. The Client acknowledges that the performance and success of its SEO Services is dependent 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 SEO Services during the Term.
PPC Services means the management of pay-per-click advertising mediums for the purposes of delivering visitors to websites.
18.1. The Company agrees to provide the Client with the PPC Services.
18.2. At the end of the Minimum Term, your agreement will roll on a monthly basis without notice to you.
18.3. The Client acknowledges the Company has no control over the policies of media websites with respect to the type of sites and/or content that they accept now or in the future. The Client site may be excluded from any website at any time at the sole discretion of the media website.
Content Services means the creation of written material for use by the Client on websites to enhance the SEO of the website (content) and to promote the Client, their business and / or products and services (copy).
19.1. The Company agrees to provide the Client with the Content Services.
19.2. Where the Services are provided under a periodic agreement, at the end of the Minimum Term, your agreement will roll on a monthly basis without notice to you.
Social Media Services
Social Media Services means the co-ordination and creation and publication of material for the Client to enhance exposure of their business and / or products and services within Social Media websites and applications.
20.1. The Company agrees to provide the Client with the Social Media Services.
20.2. Where the Services are provided under a periodic agreement, at the end of the Minimum Term, your agreement will roll on a monthly basis without notice to you.