SEO Agreement

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Quotation: SEO Work Services to be Provided: Search Engine Optimisation (SEO) Competitor Research & Analysis Website Health Check: Review onsite SEO factors like robots.txt, sitemap, URL structure, and navigation On site SEO Re-assess current set of keywords & perform in-depth keyword research to come up with the best keyword combination to focus the work on Link Building Campaign Create a custom SEO strategy based on keywords, track and competitors performance. Monthly Ranking & Track Reports Agreement for Provision of Goods and Services RECITAL:- This is an Agreement for the purchase of services from the Company and is subject to the following terms and conditions. By purchasing or receiving goods or services from the Company, the Customer accepts the following terms and conditions, without limitation or qualification. OPERATIVE PROVISIONS:- 1. Definitions 1.1 In these conditions: (a) “Conditions” means these Conditions of Provision of Goods and Services; (b) “Confidential Information” means information that is not known to the public and not capable of being known to the public and has a nature of being exclusively known to the owner of that information and may be shared on restricted terms with other parties as required by law or agreement. (c) “Customer” means a person, firm or corporation, jointly and severally if there are more than one, acquiring goods or services from the Company; (d) “Goods” means goods supplied by the Company to the Customer; (e) “GPO” means the central Post Office in the nearest Capital City; (f) “Monthly retainer” means the payment of an amount as set out in Schedule 3 which is to be paid one month in advance by the Customer to the Company; (g) “Personal Data” means information of a personal identifying nature that relates to an individual and is otherwise conserved private. (h) “Services” means the SEO services supplied by the Company to the Customer and all incidental work; (i) “SEO work” means search engine optimisation work; (j) “Term” means the duration of the SEO Campaign as set out in clause 3; and (k) “Website” means your website and as otherwise stated in schedule 6 of this agreement 2. Basis of Agreement 2.1 Unless otherwise agreed by the Company in writing, these conditions apply exclusively to every Agreement for the sale or other supply of goods or services by the Company to the Customer. These Conditions cannot be varied or superseded by any other conditions without the prior written consent of the Company. 2.2 Any written quotation provided by the Company to the Customer concerning the proposed supply of Services is valid for 7 days and is an invitation only to the Customer to place an order based upon that quotation. 2.3 The quotation may impose additional conditions on the Customer which shall be legally binding upon the Customer in the same way as these terms and conditions on the basis that the additional conditions are not inconsistent with these terms and conditions in which case these terms and conditions shall supersede any additional terms and conditions included in a quote. 3. Term of Agreement 3.1 The agreement shall commence immediately upon the date that the Customer signs and returns both the quotation provided by the Company and the Direct Debit Request form unless a specific date is agreed between the parties and stated in schedule 1 to this agreement. 3.2 The term shall end either on a set date if one is nominated and stated in schedule 2 to this agreement otherwise it shall only end upon the expiration of 60 days from the date that either party gives written notice of termination as the services are of an ongoing nature and can be terminated by the customer at any time subject to the 60 days termination notice period and the payment required until the expiration of that date. 3.3 If the parties nominate an end date to this agreement, then the customer must provide written confirmation at least 7 days before the end date indicating that it in fact wants the agreement to end on that date otherwise the Customer will be deemed to agree that the agreement and the services provided therein will continue on a month by month basis after the end date and the agreement can only then be terminated upon either party providing written notice to the other party of its intention to terminate in which case a 60 days termination notice period must lapse before the agreement actually ends. 4. Payment of Fees 4.1 The Customer will pay to the Company a monthly fee in advance for the services as per the quotation provided to the customer or otherwise stated in schedule 3. 4.2 The fee shall be payable as per the Direct Debit Request Form as completed by the customer which creates a binding agreement by the customer to the fees proposed to be charged on a regular monthly basis for the term of the agreement. 4.3 If clauses 3.2 or 3.3 apply then the monthly payments shall be paid up until the expiration of the 60 day termination notice period. 4.4 Payment may only be made by way of direct debit from a credit card or a nominated bank account and shall be deducted in accordance with clause 5 on a regular monthly basis. 4.5 In providing its account or credit card details in the Direct Debit Request Form, the Customer warrants that the account or credit card has sufficient funds every month to meet the payments that will be deducted by the Company. 4.6 In signing this agreement, the quotation and the Direct Debit Request Form the customer agrees to the payments being deducted from their account on a regular monthly basis and consents to the validity of those payments including the payments relating to the 60 days termination period. 4.7 If the customer attempts to reverse or cancel any payments within the term of the agreement then that will be deemed to be a breach of this agreement whereby the Company will be entitled to that cancelled payment plus any debt collection costs including legal costs if so incurred by the Company. 4.8 Any late payments by the customer, whether intentionally or inadvertent, will attract 10% per annum interest for every day that the payment is late. 4.9 The Company will issue an invoice every month to the customer for the amount deducted under the direct debit arrangement however the timing of that invoice will not necessarily be issued before the payment is deducted by the company. 4.10 If the Customer intends to change direct debit bank account or credit card account details, the Customer must notify the Company in writing at least 7 days before the payment is due and must re-sign another Direct Debit Request Form. 4.11 All fees payable to the Company will include GST. 4.12 All conditions relating to payments contained within clauses 4.1 to 4.11 shall also apply to additional works set out in clause 13. 5. Direct Debit 5.1 In completing and signing the Direct Debit Request Form, the Customer authorises the Company to debit from your nominated bank account or credit card account the monthly retainer amount as stated in Schedule 3 and any late fees and charges (if applicable) every month until the end of the term of the agreement as set out in Clause 3 which includes the payment owed up to and until the expiration of the 60 days termination notice period, which ever is applicable. By signing the direct debit the client acknowledges that they have read this SEO agreement and fully understand and fully agree to the terms within this agreement. 5.2 In respect of the Direct Debits, the Customer (a) Must ensure that the nominated account has available a direct debiting feature; (b) Must ensure that the nominated account has sufficient clear funds to cover the direct debit payment; (c) Must pay a dishonour fee of $50 to the Company if there are insufficient funds to cover the direct debit payment; (d) May change the details of the nominated account by doing so in writing to the Company at least 7 days before the monthly payment is due and by completing another Direct Debit Request Form. (e) May dispute a direct debit payment however doing so does not absolve the Customer from being liable for all direct debits made in accordance with the payments under this agreement including the 60 days termination notice period which the customer shall be liable for. (f) May cancel the direct debit arrangement however to do so before the end of the term (if a fixed date is given) or before the expiration of the 60 day termination notice period is a breach of this agreement and the Customer will remain liable for any such payments in that regard. (g) Will be liable for related legal fees incurred by the Company and interest for any unpaid amounts as at the time of any dispute raised or the direct debit arrangement cancelled by the Customer. (h) Will not be refunded any money while a dispute is pending resolution. 6. Payment Default 6.1 If the Customer defaults in a monthly payment owed to the Company by the due date then all of the payments due to the Company up to the end of the term of the agreement shall become immediately payable to the Company. 6.2 Any payments not paid by the due date will attract an interest rate of 10% per annum on the unpaid amount calculated daily. 6.3 Upon default by the Customer, the company will be entitled to commence legal proceedings against the Customer to recover the unpaid amounts and shall seek interest and legal costs associated with the late payment. 6.4 Upon a default in payment by the Customer, the Company may (a) Cease or suspend all services to the Customer without notice and for a period as the Company deems fit including (but not limited to): i. limit the access to network resources of users at the Customer’s premises; ii. temporarily change any passwords on the Customer’s network; iii. limit or disable access to any campaigns, projects or solutions developed or worked on by the Company; and/or iv. terminate any rental links associated with the website as built by the Company. (b) Terminate the contract between the parties. 7. Risk & Insurance 7.1 All risks associated with the goods will pass to the Customer immediately upon delivery of the goods, Services or SEO work to the website nominated by the Customer, notwithstanding that title may not have by then passed to the Customer. The Customer must take out all usual insurances in respect of such risks as a prudent business person in the Customer’s position would take out. 7.2 The Customer accepts the risk that the Customer may experience fluctuating rankings after a period of time through no fault of the Company, for a number of reasons, including but not limited to: (a) Competitor companies attempting to outrank the Customer; (b) Changes in Google and content provider algorithms; (c) Previous SEO techniques used by parties other than the Company; (d) “Black hat” techniques previously used by the Customer or any third parties; and (e) If the customer terminates the agreement or the contract is otherwise terminated by the Company in accordance with clause 18, then the rental links that the Company had been building in relation to the website will cease and that will affect the ranking of the website. 8. Performance of Contract 8.1 Any period or date for delivery of goods or provision of services stated by the Company is intended as an estimate only and is not a contractual commitment. The Company will use all commercially reasonable endeavours to meet any estimated dates for delivery of the goods or completion of the services 9. Warranties 9.1 The Company warrants: (a) That it shall provide its goods and services in accordance with the implied conditions as set out in the Australian Consumer Law; and (b) It shall make a reasonable effort to find appropriate solutions for the Customer for any problems or issues encountered in the provision of its goods and services to the Customer. 9.2 The Company does NOT warrant: (a) That it will provide a particular outcome to the Customer nor will it guarantee a particular result regardless of whether the Company expresses an expectation or estimate of the potential outcome of the services this includes but is not limited: i. The Company does not guarantee or promise a particular ranking for the website; ii. The Company does not guarantee or promise any anticipated work flow or income/profit flow to the Customer as a result of the services and/or the website ranking; and iii. The Company does not guarantee or promise a particular quality of rental links to be applied to the website. (b) That it will be able to or required to rectify any or all problems or issues encountered by the Company in carrying out its work 9.3 The Customer warrants: (a) That it will be solely responsible for the work of any past SEO undertaken by a third party, that may affect the integrity of the works carried out by the Company including any additional fees payable to the Company pursuant to clause 12 if the Company is required to rectify such work; (b) That it will also be responsible for the SEO work (past, present and future) and for any fees related to rectification work to be undertaken by the Company as a result, in the following circumstances: i. The services were modified or altered by any person other than the Company; ii. the defect has arisen due to misuse, neglect or accident of the Customer or a related party; iii. The SEO work has not been stored or maintained as recommended by the Company; and iv. The Customer or a third party engaged by the Customer has indirectly or directly engaged in unethical SEO practices in the past. 10. Liability 10.1 Except as specifically set out herein, any term, condition or warranty in respect of the quality, fitness for purpose, condition, description, assembly, manufacture, design or performance of the goods or services, unless implied by Law is hereby expressly excluded. 10.2 Replacement or repair of the goods or resupply of the services of the Company is at the absolute discretion of the Company in relation to its liability howsoever arising under or in connection with the description, quality, condition, performance, assembly, manufacture, design, merchantability or fitness for purpose of the goods or services or alternatively the sale, use of, storage or any other dealings with the goods or services by the Customer or any third party. 10.3 The Company is not liable for any program or data loss or damage by any Customer arising directly or indirectly from or in connection with the provision of the goods or services. 10.4 The Company is not liable for any indirect or consequential losses or expenses suffered by the Customer or any third party, howsoever caused, including but not limited to loss of turnover, profits, business or goodwill or any liability to any other party. 10.5 The Company will not be liable for any loss or damage suffered by the Customer or any person claiming through the Customer where the Company has failed to meet any delivery date or cancels or suspends the supply of goods or services. 10.6 The Company will not be liable for any action or conduct by the Customer that results in a breach of the law or infringes the right of a third party including but not limited to breaching the intellectual property rights of a third party or breaching Consumer Laws. 10.7 Nothing in the Conditions is to be interpreted as excluding, restricting or modifying or having the effect of excluding, restricting or modifying the application of any State or Federal legislation applicable to the sale of goods or supply of services which cannot be legally excluded, restricted or modified. 11. Intellectual Property 11.1 The Customer grants to the Company a non-exclusive licence to use the website(s) to the extent required for the Company to perform its obligations and exercise its rights under the Agreement. 11.2 All Intellectual Property Rights of all on-page SEO work and content created on a customer website, remains the property of the customer during and after the term of the contract. 11.3 The Company will not pass off as their own, any content or images that do not have the appropriate licences in place for allowed copyright for use within any electronic document or website(s). 11.4 The Customer hereby indemnifies the Company against any claim, loss, damage, costs, harm or other expense whatsoever arising either directly or indirectly as a result of or in connection with the Company’s services or SEO work. 11.5 The Customer acknowledges that, as between it and the Company, any and all Intellectual Property rights created, developed, subsisting or used in or in connection with the SEO work shall remain the sole property of the Company. 11.6 The link building work performed by the Company as a part of the services is the property of the Company and the Customer acknowledges that it will not be entitled to view or have access to that work which forms the basis of the SEO work. 11.7 The Customer shall not during or at any time after the completion, expiry or termination of this agreement in any way question or dispute the ownership by the Developer thereof. 12. Cancellation and Deposits 12.1 If, through circumstances beyond the control of the Company, the Company is unable to effect delivery or provision of services, then the Company may cancel the Customer’s order (even if it has already been accepted) by notice in writing to the Customer as soon as practicable. 12.2 Any deposits paid are considered non-refundable. On special request, the Company may, at its own discretion, hold accounts in credit to the value of deposits paid for future work. 12.3 The Customer shall make no claim, suit or action against the Company if it is provided with notice in accordance with 12.1. 13. Additional Work 13.1 Any changes to scope of works agreed by the parties in writing following the execution of this agreement, the quotation and the Direct Debit Request shall attract additional fees and charges to be calculated either in accordance in accordance with a further quotation to be provided by the Company to the customer for that additional work whereby all other terms and conditions set out in this agreement shall continue to apply and be binding on the parties. 13.2 Changes to scope of works will affect the date by which the services will be delivered to the Customer and the Company will not be liable for any delays as a result. 14. The Customer Acknowledgements 14.1 The Customer acknowledges that: (a) Google algorithms will change from time-to-time, which may affect the Website’s rankings in the search engine results pages, and the Company has no control over such changes; (b) It will take many months for the Organic Search to have any significant effects upon the ranking of a Website in the search engine results pages; (c) Link Building is an ongoing task and, should the Customer terminate this Agreement and/or stop promoting the Website, that would be likely to have a negative impact upon the effects of the Services and on the organic rankings of the website as rental links will disappear altogether upon the termination of the agreement - we reserve the right to immediately remove all back links we have created for the Customer during the SEO campaign upon termination of our SEO services. We also reserve the right not to disclose any of the back links we have created for the customer throughout the course of their SEO campaign. (d) The Company will not be responsible for any alterations to the Website made by the Customer or any third party that reverse or effect changes made to the Website by the Company as part of the Services; (e) The promotion of the Website may lead to higher traffic levels and bandwidth requirements for the Website, and the Customer will be responsible for arranging and paying for such requirements; (f) Notwithstanding the Services, the Website’s search engine results page rankings and traffic levels may decrease as well as increase over time. (g) The Customer is not entitled or permitted to request access to the Company’s back links and work processes that underlie the Services. 14.2 The Company does not warrant that any particular results will be achieved through the SEO. Where the Company indicates specific targets that it will attempt to meet through the provision of the Services, such targets are not warranted and a failure to meet such targets will not be a breach of the Agreement. 14.3 All of the parties’ liabilities and obligations in respect of the subject matter of this Agreement are expressly set out in the terms of this Agreement. To the maximum extent permitted by applicable law, no other terms concerning the subject matter of this Agreement will be implied into this Agreement or any related contract. 15. Customer Responsibilities 15.1 The Customer will provide to the Company: (a) Assistance in determining appropriate keywords and keyword phrases which should be targeted using the Services; (b) Direct access to analytical data concerning the Website, such as data concerning referral sources, visitor activity, Website usage, conversion rates, and similar data; and (c) All other co-operation, information and documentation reasonably required by the Company for the provision of services. 16. Data Protection 16.1 The Customer warrants that it has the legal right to disclose all Personal Data that it does in fact disclose to the Company under this Agreement, and that the processing of that Personal Data by the Company for the purposes of and in accordance with the terms of this Agreement will not breach any applicable laws. 16.2 The Company warrants that: (a) It will act only on instructions from the Customer in relation to the processing of any Personal Data performed by the Company on behalf of the Customer; and (b) It has in place appropriate security measures (both technical and organisational) against unlawful or unauthorised processing of Personal Data and against loss or corruption of Personal Data processed by the Company on behalf of the Customer. 17. Confidentiality 17.1 Each party will keep confidential the Confidential Information of the other party, and will not disclose that Confidential Information except as expressly permitted by this Clause 17. 17.2 Each party will protect the confidentiality of the Confidential Information of the other party using all reasonable protective measures. 17.3 The Confidential Information of a party may be disclosed by the other party to its employees and professional advisers, provided that each recipient is legally bound to protect the confidentiality of the Confidential Information. 17.4 These obligations of confidentiality will not apply to information that: (a) Has been published or is known to the public (other than as a result of a breach of this Agreement); (b) Is known to the receiving party, and can be shown by the receiving party to have been known to it, before disclosure by the other party; or (c) Is required to be disclosed by law, or by an order (binding upon the relevant party) of a competent governmental authority, regulatory body or stock exchange. 18. Termination 18.1 Where required a party must provide written notice to the other of its intention to terminate the agreement and upon delivery of such notice, the agreement will terminate upon the expiration of 60 days. 18.2 Where the Contract is terminated by the Company then the Company may cease its services forthwith; 18.3 Where the Customer terminates the contract then it must continue to pay all fees due and payable up until the expiration of the 60 termination notice period. 18.4 Without limiting any other clause in this Agreement, the Company may its discretion terminate this agreement where the Customer commits any material breach of any term of this Agreement. 18.5 Either party may terminate this Agreement if: (a) The other party: (i) is dissolved; or (ii) ceases to conduct all (or substantially all) of its business; or (iii) is or becomes unable to pay its debts as they fall due; or (iv) is or becomes insolvent or is declared insolvent; or (v) convenes a meeting or makes or proposes to make any arrangement or composition with its creditors. (b) an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party; or (c) an order is made for the winding up of the other party, or the other party passes a resolution for its winding up (other than for the purpose of a solvent company reorganisation where the resulting entity will assume all the obligations of the other party under this Agreement). 19. Effects of Termination 19.1 Upon the contract being terminated, it is acknowledged by the Customer that the Company is not obliged to continue or undertake any work whatsoever in connection with this agreement and the SEO work during the 60 day termination notice period.3 19.2 Termination of this agreement will not affect a party’s accrued rights (including the right to payment) as at the date of termination up to the end of the termination notice period, if applicable. 19.3 Upon termination, the Customer will not be entitled to any refund of charges on termination and will not be released from any obligation to pay charges to the company except where 18.5 applies, in which case it will be up to the Company’s discretion. 20. Personal Guarantee 20.1 If the Customer is a company then it warrants that the person signing this agreement on its behalf is authorised to do so and that person shall be personally responsible for ensuring that the Customer carries out its obligations under this agreement and will otherwise be personally liable if it does not. 21. General 21.1 Any notice given under this Agreement must be in writing (whether or not described as “written notice” in this Agreement) and must be delivered personally, sent by prepaid registered post, or sent by fax or email, for the attention of the relevant person, and to the relevant address, fax number or email address given in Schedule 5 (or as notified by one party to the other in accordance with this Clause). 21.2 A notice will be deemed to have been received at the relevant time set out below (or where such time is not within Business Hours, when Business Hours next begin after the relevant time set out below): (a) where the notice is delivered personally, at the time of delivery; (b) where the notice is sent by registered post, 48 hours after posting; and (c) where the notice is sent by fax or email, at the time of the transmission (providing the sending party retains written evidence of the transmission). 21.3 No breach of any provision of this Agreement will be waived except with the express written consent of the party not in breach. 21.4 If a Clause of this Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other Clauses of this Agreement will continue in effect. If any unlawful and/or unenforceable Clause would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the Clause will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant Clause will be deemed to be deleted). 21.5 Nothing in this Agreement will constitute a partnership, agency relationship or contract of employment between the parties. 21.6 This Agreement may not be varied except by a written document signed by or on behalf of each of the parties. 21.7 Neither party may without the prior written consent of the other party assign, transfer, charge, license or otherwise dispose of or deal in this Agreement or any rights or obligations under this Agreement. 21.8 This Agreement will constitute the entire agreement between the parties in relation to the subject matter of this Agreement, and supersedes all previous agreements, arrangements and understandings between the parties in respect of that subject matter; 21.9 Neither party will have any remedy in respect of any misrepresentation (whether written or oral) made to it upon which it relied in entering into this Agreement and neither party will have any liability other than pursuant to the express terms of this Agreement. 21.10 This Agreement will be governed by and construed in accordance with the laws of New South Wales; and the courts of New South Wales will have exclusive jurisdiction to adjudicate any dispute arising under or in connection with this Agreement save for where the relevant jurisdiction is Australian Federal Law. 20. Personal Guarantee 20.1 If the Customer is a company then it warrants that the person signing this agreement on its behalf is authorised to do so and that person shall be personally responsible for ensuring that the Customer carries out its obligations under this agreement and will otherwise be personally liable if it does not. 21. General 21.1 Any notice given under this Agreement must be in writing (whether or not described as “written notice” in this Agreement) and must be delivered personally, sent by prepaid registered post, or sent by fax or email, for the attention of the relevant person, and to the relevant address, fax number or email address given in Schedule 5 (or as notified by one party to the other in accordance with this Clause). 21.2 A notice will be deemed to have been received at the relevant time set out below (or where such time is not within Business Hours, when Business Hours next begin after the relevant time set out below): (a) where the notice is delivered personally, at the time of delivery; (b) where the notice is sent by registered post, 48 hours after posting; and (c) where the notice is sent by fax or email, at the time of the transmission (providing the sending party retains written evidence of the transmission). 21.3 No breach of any provision of this Agreement will be waived except with the express written consent of the party not in breach. 21.4 If a Clause of this Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other Clauses of this Agreement will continue in effect. If any unlawful and/or unenforceable Clause would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the Clause will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant Clause will be deemed to be deleted). 21.5 Nothing in this Agreement will constitute a partnership, agency relationship or contract of employment between the parties. 21.6 This Agreement may not be varied except by a written document signed by or on behalf of each of the parties. 21.7 Neither party may without the prior written consent of the other party assign, transfer, charge, license or otherwise dispose of or deal in this Agreement or any rights or obligations under this Agreement. 21.8 This Agreement will constitute the entire agreement between the parties in relation to the subject matter of this Agreement, and supersedes all previous agreements, arrangements and understandings between the parties in respect of that subject matter; 21.9 Neither party will have any remedy in respect of any misrepresentation (whether written or oral) made to it upon which it relied in entering into this Agreement and neither party will have any liability other than pursuant to the express terms of this Agreement. 21.10 This Agreement will be governed by and construed in accordance with the laws of New South Wales; and the courts of New South Wales will have exclusive jurisdiction to adjudicate any dispute arising under or in connection with this Agreement save for where the relevant jurisdiction is Australian Federal Law. 22 Dispute resolution If there is any dispute in the contract we are more than happy for customers to discuss any issues they have with Hopping Mad as a first option before holding them in breach of the contract
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