This Terms of Service Agreement (the “Agreement”) sets out the terms and conditions on which you (the “Client”) have engaged SEO Plans, to perform certain Services as outlined below. This is a legally binding agreement between you and SEO Plans, a division of Select Marketing & Web Solutions Pty Ltd (hereinafter “SEO Plans”). By becoming an SEO Shark Client, you agree to be legally bound by the terms and conditions set forth in this Agreement. The “Effective Date” of this Agreement shall be the date on which you make the first payment for Services to SEO Plans. ABN: 39 138 430 118
1.1 SEO Plans offers internet marketing services that include, but are not limited to: search engine optimisation (hereinafter “SEO”), campaigns for Google AdWords (hereinafter “PPC” or “Pay Per Click”), Facebook and other social media advertising, link building, social media management and web design/development.
1.2 SEO Services
SEO Plans provides SEO services to the Client for mutually agreed keywords and prices as agreed between the parties before the commencement of this Agreement.
1.3 Google AdWords
SEO Plans provides PPC services to the Client for mutually agreed ads and keywords and the price is as agreed between the parties before the commencement of this Agreement.
1.4 Social media services
SEO Plans provides social media services to the Client for mutually agreed social media networks (the Client’s profile pages) for a mutually agreed price as agreed between the parties before the commencement of this Agreement.
1.5 Website design and development
SEO Plans provides website design and/ or development to the Client for a mutually agreed design and website structure at the price agreed between the parties before the commencement of this Agreement.
1.6 The Client authorises SEO Plans to appoint agents and or contractors from time to time to assist in the provision of the Services under this Agreement.
2.1 All quotes for Services supplied by SEO Plans remain valid for a period of 7 days, unless stated otherwise.
2.2 All fees for Services provided to the Client are due and payable in full, in advance of the provision of Services.
2.3 A Client can make payments to SEO Plans by PayPal or bank transfer.
2.4 If the Client organises subscription payment with SEO Plans via PayPal, the Client authorises SEO Plans to automatically charge their PayPal account for charges that apply to the Client’s account. Recurring charges will be posted to the Client’s PayPal account until such time that the Client cancels SEO Plans service.
2.5 If the payment method is via PayPal, SEO Plans will attempt to charge the Client’s PayPal account on the monthly anniversary date of the client first ordering services.
2.6 All invoiced fees must be received by 5pm on the stipulated due date on the invoice.
2.7 Charges not paid by the due date for any reason might result in a suspension of Services until full payment is received.
2.8 The Client acknowledges that any unpaid invoices will be sent to a collection agency and a law firm. This action may result in additional fees that the Client will be charged.
The Client may not seek, and SEO Plans shall not be obliged to pay a refund to any Client for any Services:
4.1 SEO Plans will provide Services to the Client in accordance with SEO Plans standard policies and procedures. SEO Plans reserves the right to reject Clients for any other reason, at SEO Plans sole discretion. SEO Plans will be responsible for all aspects of providing the Services.
4.2 All SEO Plans rules, policies and operating procedures concerning privacy, pricing, customer service, and all other aspects of the Services will apply, and SEO Plans may change its rules, policies and operating procedures from time to time in its sole discretion.
5.1 The Client must provide SEO Plans with direct and remote access to its website and cPanel/host account. The Client must also provide to SEO Plans on request (and otherwise assist SEO Plans to obtain when requested) any details required by SEO Plans to perform the Services.
6.1 SEO Plans will not make any changes, edits or updates to the Client’s website to help with the SEO being done without first having prior written or verbal consent, stating that SEO Plans have the right to make all and any reasonable changes to its website. The Client agrees and takes full responsibility for all changes being made or having already been made to its website to help with the SEO being done and to fix any errors. SEO Plans is not responsible for the up-keep and updating of the client's website or cPanel host account.
7.1 Client acknowledges that SEO Plans may add links, content, images and all relevant materials onto the Client’s website.
7.2 The Client acknowledges that Search Engine Optimisation (SEO) is governed by numerous factors which are beyond the control of SEO Plans. Search engines are third party softwares programmed with unknown algorithms and variables which can change at any given time.
7.3 The Client understands and agrees that website rankings may decrease and increase. SEO Plans will use its best efforts, strategies and techniques to improve client’s website rankings but it does not and cannot represent, warrant or guarantee that website rankings will increase.
7.4 As to Client Website’s ranking. In particular, the Client acknowledges that the search engines change their ranking algorithms on a regular basis and new sites and competitor sites may be being optimised and submitted continually.
7.5 While Google’s results are displayed on other search engines, SEO Plans Services are aimed at increasing visibility and boosting traffic from Google. Google does change its algorithm and SEO Plans is not responsible for the client’s rankings due to this algorithm change. SEO Plans will endeavour to maintain the Client’s Google rankings, but the Client acknowledges that SEO Plans is not liable for any loss of business due to ranking fluctuations caused by Google algorithm changes. Plus, if the Client has had any previous search engine optimisation work carried out on their website by another SEO organisation, SEO Plans is not responsible for the Client’s ranking fluctuations that may have been caused by this previous SEO work.
7.6 SEO Plans is not and shall not be responsible or liable for any negative changes made to the website by any third party entities.
7.7 SEO Plans shall not be responsible nor liable for any consequences if the Client overwrites or overrides any services or work done by SEO Plans to the Client’s website.
7.8 SEO Plans follows a strictly ethical SEO policy, utilising only white-hat optimisation and practices. SEO Plans shall not be responsible of liable for any penalisation or suspensions issued by a search engine.
8.1 SEO Plans expressly disclaims any and all warranties regarding or related to this agreement other than those imposed by statute under the laws of the Commonwealth of Australia or Queensland.
8.2 SEO Plans makes no warranty or representation:
8.2.1. as to the position your PPC or organic advertisement is placed on a search result page, or the frequency and time of day that your advertisement is displayed;
8.2.2. for any specific result on any search engine;
8.2.3. as to the quantity or quality of increased traffic or sales to the Client’s Website.
8.3 The Client acknowledges and agrees that:
8.3.1. the information available on or through the Client’s Website following the application of the Services is not reviewed, controlled or examined by SEO Plans in any way before it appears on Client’s Website;
8.3.2. SEO Plans does not endorse, verify or otherwise certify the contents of any such information; and
8.3.3. The Client remains at all times legally responsible for the content of the Client’s Websites (including in connection with infringement of intellectual property rights of any other party).
8.4 SEO Plans does not warrant or guarantee that:
8.4.1. any information available on or through SEO Plans will be free of infection by viruses, worms, trojan horses or anything else manifesting contaminating or destructive properties; or
8.4.2. that the functions or services performed by SEO Plans or a Supplier will be uninterrupted or error-free, or that defects in Services will be corrected.
8.5 The Client remains responsible for the ongoing security and integrity of their own software, website, networks and systems.
8.6 The Client remains the owner of any content created by SEO Plans on the Client’s social media profiles or the Client’s website. The Client remains responsible for all content on the Client’s website or the Client’s social media networks such as Facebook, Twitter, Google Plus, LinkedIn, Instagram, Pinterest and other social media networks belonging to the Client or Google AdWords.
8.6.1 If SEO Plans makes any changes to the Client’s website or Google AdWords, the Client remains responsible for checking the content and for correcting it if it is necessary.
8.6.2 SEO Plans does not guarantee any conversion rates or specific numbers of clicks and spend related to SEO, Google AdWords and social media services.
8.6.3 If SEO Plans makes any posts or uploads content or makes any changes to the Client’s social media networks such us on Facebook, Google Plus and Twitter, LinkedIn, Instagram, Pinterest, the Client remains responsible for checking the content and for correcting it if it is necessary.
8.6.4 By providing access to the Client’s social media networks, the Client allows SEO Plans to read and respond to any messages or posts made on the Client’s social media networks.
8.7 The Client agrees to share the Client’s website URL, keywords used for SEO purposes, website design, and/or social media profile URLs created/or managed by SEO Plans on SEO Plans marketing materials (such as websites, proposals, and portfolio examples), unless the Client instructs otherwise.
9.1 This Agreement shall renew at the end of each 30-day period for a successive 30-day term unless either party provides a minimum of 7 days written notice of its intention not to renew or if both parties agree to enter a new contract term for a determined time period.
9.2 Cancellations become effective on the day they are processed by SEO Plans. The Client will be notified of the cancellation via email.
The Client will indemnify SEO Plans and its customers, suppliers, directors, officers, agents and employees from and against any and all losses, costs, damages, liabilities and expenses (including, without limitation, reasonable legal fees) arising out of or relating to any breach by the Client of any of the terms of this Agreement.
SEO Plans shall not be liable to the Client or any entity or person claiming through or under the Client for any loss of profit or income or other indirect, consequential, incidental, or special damages, whether in an action for contract or tort, in connection with this Agreement, even if SEO Plans has been advised of the possibility of such damages. In no event shall SEO Plans liability to the Client hereunder exceed the amount paid to SEO Plans by the Client for the previous one (1) month of services. This limit is cumulative and the existence of more than one claim will not enlarge the limit. The Client acknowledges that these limitations of liability are an essential element of the bargain between the parties and in their absence the terms and conditions of this agreement would be substantially different.
Except as expressly provided:
12.1 Nothing in these Terms and Conditions conveys to either party any right, title or interest in the other party’s pre-existing Intellectual Property.
12.2 Intellectual Property in all items, materials, and works (including software developments and enhancements or modifications to applications) developed or produced by SEO Plans in order to carry out the Services will be the sole and exclusive property of SEO Plans.
12.3 Rights in Intellectual Property owned by SEO Plans remain at all times the sole and exclusive property of SEO Plans and no licence of these rights is granted to the Client except a right to use the same to the extent required for the Client’s enjoyment of the Services.
12.4 Rights in third party Intellectual Property licensed or procured by SEO Plans in connection with the provision of the Service remain at all times the sole and exclusive property of that third party and no licence of these rights is granted to the Client except a right to use the same during the Term to the extent required for the Client’s enjoyment of the Services, subject always to any third party end user terms and payment of any applicable third party licence fees.
12.5 All Intellectual Property rights in the Client Materials remain at all times the sole and exclusive property of the Client and no licence of these rights is granted to SEO Plans except for a right to use and reproduce the same for the purposes of providing the Services or as may be otherwise specified in these Terms and Conditions.
12.6 The Client warrants and agrees in providing SEO Plans with access to its web site that the content of the Client’s web site:
13.1 If a party is provided with, or has access to Personal Information in connection with the Services, it must comply with the Privacy Act and any other applicable law in respect of that Personal Information.
13.2 If Personal Information is provided to SEO Plans by or on behalf of the Client, then the Client:
13.3 If SEO Plans collects Personal Information in the name of or on behalf of the Client:
13.4 If SEO Plans processes any Personal Information in the name of or on behalf of the Client:
This Agreement constitutes the entire understanding and agreement of the parties with respect to the subject matter hereof. This Agreement may be amended from time to time in SEO Plans sole discretion. An email communication sent to the Client’s last known email address will be deemed sufficient notice of any such changes in this Agreement. This Agreement shall be binding upon and inure to the benefit of the parties` successors and permitted assigns; provided however, that the Client may not assign this Agreement, in whole or in part, without SEO Plans prior written consent and any assignment by the Client without such consent shall be null and void. This Agreement shall be governed by and interpreted in accordance with the laws of the state of Queensland (Australia) without regard to its rules pertaining to conflict of laws. Any litigation or dispute resolution related to this Agreement shall take place in Australia, and the parties hereby consent to the jurisdiction of the state and federal courts located therein. Except as otherwise expressly set forth herein, any notice required or permitted to be given under this Agreement shall be sufficient if in writing, in the English language, and sent via Australia Post Certified Mail, return receipt requested. If any provision of this Agreement shall be held by a court of competent jurisdiction to be unenforceable, that provision will be severed only to the extent minimally necessary, and the remaining provisions of this Agreement will remain in full force and effect. The waiver of any breach or default of this Agreement will not constitute a waiver of any subsequent breach or default, and will not act to amend or negate the rights of the waiving party.
