Search Marketing Experts Terms and Conditions – Digital Products and Services

Introduction

There are a number of ways we can enter into an Agreement, including:

Where you select and sign up to a Package or Product on our website;
Where we make contact with you and engage over the phone;
When you request us to provide Services;

Depending on the Services you request from us, we may also ask you to enter into additional Specific Terms to cover those Services. Regardless of how we enter into an Agreement, these Terms will apply and will form part of our Agreement. You should read the Terms carefully as we are entering into a contract and they create obligations for you and set out what we each agree to do.

Key Terms Summary

1: These terms apply to any Agreement we enter into. Other terms may also apply for some Services.
3: We will clearly identify and commit to providing our Services to you.
4: You must pay us and any 3rd party (including a service/ads provider) where agreed as part of the Services.
5: You agree that you will do the right thing by us including providing clear and prompt instructions and other obligations are set out in clause 5.
6 & 7: We may agree to pause our Services and we each have rights to end the Agreement.
10 & 11: We may be liable to you in some circumstances and our warranties and liability are set out in clauses 10 and 11.
8 & 12: You must keep our IP and confidential information and not misuse or disclose it to others, unless permitted.
16 & 24: Special Terms apply to Digital Products and Services; Search Engine Optimisation and Social Media Management Services and the like.
25-27: We may ask you to enter into separate agreements for some custom services.

1. Your Agreement with Us

(a) These terms and conditions (Terms) apply to the provision of Services by Search Marketing Experts Pty Ltd (ACN 635 366 853), or a related entity [Search Marketing Experts, we, us, our], to you as a customer (you, your).

(b) Our Services are designed to improve your online and digital presence, including on social media and these Terms set out what we are each required to do in order to achieve that objective.

(c) You agree to comply with these Terms when you order or enter into an agreement with us for a Package, or by instructing us to commence any Services (Agreement).

(d) Our Agreement will include:

(i) The Product, Package or Service which you order and we agree to provide;
(ii) These Terms; and
(iii) Any specific terms and conditions relating to a particular Service identified in the Schedule (Specific Terms).

(e) Those documents will constitute our entire Agreement.

(f) If there is an inconsistency between these Terms and the Specific Terms, the Specific Terms will prevail.

2. Defined Terms

These Terms contain defined terms which are capitalised. The meaning which we agree to give those defined terms is set out in the Dictionary.

3. Supply of Services

(a) These Terms will apply when we enter into an Agreement for a Package or any Services.

(b) During the term of the Agreement:

(i) We agree to provide the Services for an Initial Period which you select, as identified on our website or which may be specified in the Schedule.
(ii) If the Schedule is left blank, the term will be the period of time set out in the Specific Terms for the selected Package or Service, (the “Initial Period”).
(iii) Unless we agree to extend the term for a fixed period, our Agreement will continue on a month to month basis, following the end of the Initial Period and you may cancel the Agreement at any time by providing 1 months’ written notice, so that the Agreement concludes at the end of the next billing cycle following the provision of notice.
(iv) The Agreement may be cancelled by you after the Initial Period in accordance with clause 7.

(c) If your Agreement is for a weekly, fortnightly or monthly term, the Agreement will continue on a similar periodic basis until cancelled by either party in writing. A minimum 1 month notice period is required to cancel any Agreement which will otherwise renew on those terms.

(d) If your agreement is for a fixed term Agreement for 3 months, 6 months, or 12 months, the Agreement will automatically renew on the same contracted period at the end of the Term on the same basis as set out in the Specific Terms for each Service.

(e) If we agree, you may change to a different Package after the Initial Period.

(f) Our Commitment to You is that:

(i) We will perform the Services to the standard agreed and will provide the Services with reasonable skill and care.
(ii) We will let you know when Services are outside scope.
(iii) We will commence providing our Services within 4 weeks of our Agreement of (“the Commencement Date”), or shorter, if agreed.
(iv) We will provide the Services subject to these Terms.
(v) We will, throughout the Initial Period and until the Agreement is cancelled, provide the Services to you.
(vi) We will ensure that we comply with all statutes, regulations, standards, codes of conduct and any other rules relevant to the provision of the Services.
(vii) We will use all reasonable endeavours to accommodate any reasonable changes to the Services requested by you to our Subscription Packages or if we agree for you to change from one Subscription Package to another.
(viii) You will be responsible for our then current Fees, payable as a result of such changes.
(ix) If we provide you with any personal information or details through the provision of the Services, You agree to handle all of those details in accordance with our Privacy Policy.

(g) Service Limitations

(i) Because the Services rely on the internet and third party providers, continuity cannot be guaranteed. We will use reasonable efforts in providing the Services, however, we can’t warrant or guarantee the Services will be uninterrupted or error free, and we don’t take any responsibility for faults, delays, or interruptions to the Services caused by:
(A) misuse or user error;
(B) your software or equipment;
(C) the delays, action, operation, inaction, or failure of any third party service, software, or equipment;
(D) any Force Majeure Event.

(h) We are not liable for any delay or failure to perform our obligations under this Agreement, if such delay or failure is due to termination of access to a Service, by a platform, service or software supplier or as a result of a change to the conditions of that supplier.

(i) Out-of-Scope Services

If you request, we may, at our discretion, provide Out-of-Scope Services. We will inform you of our then current rate for any Out-of-Scope Services you ask us to provide.

(j) Right to Sub-contract:

We may appoint employees, agents, subcontractors or partners to provide all or part of the Services. Those entities will be bound by the same obligations as us.

(k) We may change the terms of this Agreement if we inform you of the change (either in writing or via email) and provide reasonable notice. If you continue to use the Services after receiving reasonable notice you will be deemed to have accepted the change. The period of notice depends on the Service provided to you and the extent of the change. If:

(i) The change is beneficial to you or has a neutral impact on you, or is required to preserve or safeguard the security or integrity of our systems, we may make the change effective immediately;
(ii) The change is required to comply with any law or regulation, we will provide at least 1 months’ notice, unless the law comes into effect within that time;
(iii) For all other changes, including price changes, we will provide you with at least 1 months’ notice. If you do not accept any change, you may cancel the Agreement by providing us with no less than one months’ written notice so that the Agreement concludes at the end of the next billing cycle following the provision of notice.

4. Service Fees and Payment

(a) The Fees for each Service are set out in the Specific Terms for each Service and are also identified on our website for some Products. Our Fees will indicate whether they are inclusive or exclusive of GST.

(l) You authorise us to automatically debit your credit card for all Services you request from us. You must ensure your credit card details are kept up to date and to inform us of any changes. To minimise service disruption due to credit card expirations, you consent to our billing systems automatically attempting to update the expiry date of your credit card when necessary to process payments.

(m) If your Fees are not paid by the due date, we may suspend the provision of Services to you until such payment is made, including where payment is required in advance of provision of the Services. We may charge you interest on overdue amounts, calculated at the daily rate of 10% per annum.

(n) If we take action to recover any overdue amounts you owe to us, we may also recover our reasonable costs incurred by us in recovering the debt, including legal expenses and debt collection agency charges.

(o) Details of overdue amounts may be disclosed to credit agencies or other parties in accordance with our privacy policy and may result in a credit default listing against you.

(p) We may alter our Fees if we provide you with 1 months’ notice. If you don’t agree you may terminate our Agreement on the provision of 1 months’ notice.

(q) We may use third parties to process payments to us and (if so) any payments will be subject to their terms.

(r) We will not accept any chargeback fee from your financial institution over any dispute in relation to our Services (Chargeback). If you are dissatisfied with our Services for any reason, you must contact us and attempt to resolve your concern.

5. Your Obligations

What you must do:

(a) You have a responsibility to do the right thing by us. This includes:

(i) promptly giving us clear instructions when we request them;
(ii) pay us and/or third party providers (including Google Ads, Meta)
(iii) protecting our Systems and your systems;
(iv) taking responsibility for things which are under your control; and
(v) protecting our Intellectual Property.

(b) You agree that in order for us to provide the Services you will:

(i) give us clear instructions and respond to any questions we have promptly and clearly;
(ii) respond in a timely matter to any requests for content, keyword approval, or other approval requests related to the Services;
(iii) continue to pay all Fees we have agreed;
(iv) continue to pay all third party service provider’s fees where agreed;
(v) not cease paying the fees set out in 5(b)(iii) or 5(b)(iv) without our agreement, unless you terminate under clause 7.
(vi) provide any Client Materials necessary for us to perform the Services, including files, content, images, logos and marketing material;
(vii) respond in a timely manner if we bring an issue to your attention in relation to your material, social media accounts or anything else that affects the Services;
(viii) provide us with all passwords and levels of access to your website and social media accounts as we inform you are necessary to provide the Services.
(ix) You acknowledge that failure to do any of the above may negatively impact our ability to provide the Services.

What you must not do:

(a) You must not use (any part of) the Services for an improper or illegal purpose or for any purpose which may cause disparagement or embarrassment to us.
(b) You must not authorise others to access the Services (including by way of assignment or sub-licence) without our consent.
(c) You must not attempt to gain unauthorised access to any materials other than those which you have been given express permission to access or to the computer system on which the Services are hosted.
(d) You must not transmit or input any:
- (i) files that may damage any other person’s computing devices or software;
- (ii) content that may be offensive; or
- (iii) material or data in violation of any law (including data or other material protected by copyright or trade secrets which you do not have the right to use).
(e) You must not attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs used to deliver the Services.
(f) You must not provide the Services, any part thereof or information relating thereto to our competitors, nor shall you use the Services or any information obtained from use of the Services in a manner which is contrary to our interests.

Warranties:

(a) You guarantee that you and/or your representatives have all necessary licenses and legal right(s) to allow us to provide the Services, and that providing the Services based on your directions won’t contravene applicable laws.
(b) We retain the right (and you authorise us) to remove any Content at any time and without notice.
(c) You must conduct backups of any of your data (whether hosted on our computer systems or provided to us in connection with the performance of the Services) at reasonable intervals having regard to the nature of the data. We will not be liable to you (or anyone) for damages resulting from loss of your computer files or data due to your failure to backup.

6. Pausing

(a) Subject to clause 7, you may ask us to pause this Agreement for convenience on 1 months’ notice for Services other than Search Engine Optimisation, Do-it-for-Me’ websites and Converto pages which may be paused on 1 months’ notice at the end of a billing cycle

(b) You must provide reasons why you wish to pause and the date to when you wish to return.

(c) Any decision to approve or deny your pause request will be at our discretion.

(d) Services will not be paused for more than 1 month.

(e) A pause will not be backdated.

(1a) No refund will apply where payment has been made in advance for any Package or Service, as a result of any pause of the Services.

(1b) You may terminate this Agreement prior to your pause ending, in accordance with clause 7, if you comply with those terms.

7. Suspension, Default and Termination

(a) Suspension and Force Majeure

(i) If you aren’t meeting your obligations or do something damaging, we may suspend or cancel the Services until resolved.

(b) Your Default and Suspension

(i) We may suspend or cancel our Services if you fail to make payment to us or to third parties (such as Google Ads) when due; you fail to perform your obligations, you are causing damage to us, our employees or property; or you have done something illegal or unethical.
(ii) A Suspension or cancellation of Services under this clause doesn’t affect your obligation to continue to make payments which are due to use and/or any third party.
(iii) We can also suspend or cancel the Services if you don’t make payment within 10 days of the due date.
(iv) We will act reasonably in applying any suspension and will lift the suspension when the issue giving rise to the suspension is remedied.

(c) You remain liable for all fees payable to us under this clause (or directly owing to third parties) even if we terminate our Agreement on the provision of notice to you.

(d) Force Majeure

(i) If a party is affected by a Force Majeure Event, they must immediately notify the other party of the circumstances. The parties’ obligations will be suspended for the duration of and to the extent that they are affected by the Force Majeure.
(ii) Either party may terminate this Agreement if the Force Majeure continues for more than 40 days.

(e) Either party can terminate this Agreement for convenience on no less than 1 month’s notice, to take effect at the end of the next billing cycle following the provision of such notice, pursuant to your agreed payment arrangement and/or as outlined in the Specific Terms.

(i) For 3 month, 6 month and 12 month contracts The remainder of the agreed contract period will be payable in full

(f) If you wish to close your account, you must give notice in writing to [email protected] and you agree to have a meeting with a team leader or manager regarding your cancellation request to resolve any issues and/or finalise your cancellation.

(g) We must both take steps to protect each other’s Intellectual Property.

(h) We will both continue to own our pre-existing material. You will own anything we develop directly for you as part of the Services, but everything which isn’t related just to you is ours.

8. Intellectual Property Rights

(a) Unless otherwise agreed, each party retains ownership of all Intellectual Property rights in all material owned or created by that party independently of this Agreement. None of that Intellectual Property is assigned or transferred by way of this Agreement.

(b) All Intellectual Property Rights subsisting in your Required Information, Required Materials, and in your Background IP shall remain your property.

(c) You grant to us a limited, non-exclusive, non-transferable, revocable, worldwide licence to use any and all Required Information, Required Materials and any of your Background IP for the purposes of providing the Social Media Marketing Services in accordance with these Terms.

(d) All Intellectual Property Rights subsisting in the Content created specifically and exclusively for you during the term will be owned by us unless otherwise agreed in writing.

(e) All rights in Developed IP will vest in and be owned by us when created.

(f) You have a non-exclusive, royalty-free, non-transferable licence during the Term to use our Background IP and Developed IP to the extent necessary and for the sole purpose of the performance of the Services.

(g) We reserve the right to use or adapt any Intellectual Property developed by us pursuant to this Agreement, as well as all data associated with the Services including any Leads. You consent to our use of that Intellectual Property and associated data for any purpose.

(h) Unless expressly agreed, we will own all rights (including all Intellectual Property Rights) in the data created through use of the Services and are entitled to use the data in the improvement or development of the Services.

(i) We will not use any confidential aspects of the Developed IP or data in projects delivered to other clients.

(j) You acknowledge that we own all Intellectual Property in the Developed IP and our trademarks. You must not alter, remove or obscure, interfere with or oppose any brand, trademark or copyright symbol or legend or other proprietary mark shown on our products or Services.

(k) We own any Intellectual Property, including material, code, software and methods that we develop which isn’t specifically identified by us as being exclusively developed for your sole use as part of the Services.

9. Third Party Material

(a) We may use third party materials where needed to provide the Services which may include platforms and online services. Use of third party materials may be subject to creative commons or open source licensing terms, or any third party licensing terms as notified by us to you.

(b) You must not sub-license the Developed IP or the Background IP without our written consent.

(c) You must not copy, download, distribute, adapt or modify the Content without our consent and the consent of the supplier.

(d) You are solely responsible for coordinating, conducting and fulfilling any offers promoted in the Content, obtaining any necessary permits, licences and authorities, relating to all offers provided by you.

10. Warranties

(a) We are not responsible for things which are out of our control or you agree we won’t be responsible for. Our liability for our Services is also subject to the Australian Consumer Law. Unless specifically agreed, we won’t be responsible for any added liability.

(b) You agree to release, indemnify, defend, and hold us harmless (and our Officers, Directors, employees and agents) against any Claim or Liability arising from or in relation to your misuse of the Services, your social media accounts, the acts of anyone you allow to interact with the Services, any loss or damage caused by you, your breach of laws or third party rights (or you causing us to breach same through your instructions) or any breach of warranties under our Agreement.

(c) We do not warrant that the Services will meet your requirements, or that the Services will be uninterrupted, timely, secure or error free, or that they will be free from hackers, virus, denial of service attack or other persons having unauthorised access to our services or those of our suppliers.

(d) We will endeavour to provide you with advance notice of any maintenance downtime, except when circumstances beyond our reasonable control prevent us from doing so.

11. Liability

(a) You acknowledge and agree that we are only liable to you as set out in this clause, or as required by consumer or other laws that cannot be excluded by contract. To the fullest extent allowable at law:

(i) indirect, special, pure economic or Consequential Loss (whether arising under contract or tort and including for loss of data, loss of revenue, loss of profits, and any other kind of economic or commercial loss) are expressly excluded under this Agreement;
(ii) our liability is limited to (at our election):
- (A) the amount which you have paid to us for the Services; or;
- (B) the amount set out in sub-clause (b).

(b) Our goods and services come with guarantees that cannot be excluded under The Australian Consumer law. For major failures with the Service, you are entitled:

(i) to cancel your service contract with us;
(ii) to a refund of the unused portion or to compensation for its reduced value. You are also entitled to choose a refund or replacement for major failures with goods. If a failure with the goods or service does not amount to a major failure, you are entitled to have the failure rectified in a reasonable time. If this is not done you are entitled to a refund for the goods and to cancel the contract and to obtain a refund for the unused portion. You are entitled to be compensated for any other reasonably foreseeable loss or damage from a failure in the goods or service.

(c) You will indemnify us and keep us indemnified from claims that the use of any Required Information, Required Materials or other Client Materials in the course of providing the Services constitutes an infringement of any Intellectual Property Rights belonging to a third party.

(d) In the event of any claim under sub-clause (c), we will have (and you delegate to us) complete control over the litigation and/or settlement of the action or claim.

12. Access to Our Systems

(a) You need to maintain privacy and digital security compliance. We will both comply with reasonable obligations regarding information privacy.

(b) You must obtain and use appropriate security measures in connection with the Services, including setting strong passwords, conducting adequate security training and implementing relevant procedures.

(c) You must keep all login details to access our Systems secure and confidential at all times and must not disclose them to anyone else (except those of your employees who need to know them for the purposes of their employment).

(d) We will not be liable for any loss you incur due to any unauthorised use of your login details.

(e) You must notify us as soon as possible, but within 48 hours if you learn of any security breaches related to the Services. If a breach could constitute a Notifiable Data Breach under Privacy Law, you must notify us within 3 hours of identifying the breach and assist us wherever we require.

(f) It is your responsibility to protect both your systems and our systems from malicious code.

13. General

(a) The laws of Queensland, Australia apply to our Agreement and the parties submit exclusively to the courts of that jurisdiction.

(b) Relationship between the parties. Nothing in our Agreement constitutes an agency, partnership or contract of employment, or as a guarantee of future employment or engagement.

(c) The parties’ rights and obligations under clauses 1, 3, 4, 5, 6, 8, 9, 10, 11, 12, 13 and 14 will survive termination.

(d) Any variation or amendment to our Agreement must be in writing signed by all parties.

(e) Each party must do anything (including execute any document) and must ensure that its employees and agents do anything (including execute any document), that the other party may reasonably require to give full effect to our Agreement.

(f) Any delay or failure to enforce any rights in relation to a breach by the other party will not be construed as a waiver of those rights.

(g) Each Party must handle any information received under the Services in line with our privacy policy which may be viewed at [insert]. You must also handle all information you receive in accordance with that policy and the Privacy Act 1988 (Cth).

(h) You agree that we will use third party providers in the provision of the Services and that some of those providers may be based overseas. We will inform you of the identity of those third party providers where relevant and whether it is necessary for you to accept their terms and conditions.

(i) You acknowledge that our third party providers may change their terms and conditions and that we may be bound to accept those changes. Where that occurs, we will endeavour to provide you with reasonable notice, if that will have any effect on the provision of our Services.

(j) You also acknowledge that the social media platforms which we use in providing the Services may change their terms. Where that occurs, we will endeavour to inform you and take reasonable steps to minimise the impact on you.

13.1 Notices and Communication

(a) Notices must be in writing. Either Party may serve any communication on the other Party by sending it to that party’s email address.

(b) We may assign our Agreement to a related entity or to any entity on restructuring or sale.

13.2 Assignment and Sub-Licensing

(a) You may not assign, mortgage, charge (otherwise than by floating charge) or sub-licence or otherwise delegate any of your rights, or assign, delegate any of your obligations without our written consent.

13.3 Non-solicitation

(a) During this Agreement and for 12 months afterwards, you must not approach, entice, hire, engage or contract our employees without our express permission. If you do and they join you, or provide services to you, whether directly or indirectly, we may seek damages from you.

13.4 Consents

(a) Where our Agreement states that our consent or approval is required, we will act reasonably but may:

(i) give or withhold that consent or approval in our absolute discretion;
(ii) give that consent or approval subject to conditions, unless our Agreement expressly states otherwise.

13.5 Operation Of This Document

(a) These Terms contain the entire agreement between us about its subject matter. Any previous understanding, agreement, representation or warranty relating to that subject matter is replaced by this Agreement and has no further effect.

(b) Any provision of this Agreement which is unenforceable or partly unenforceable is, where possible, to be severed to the extent necessary to make this Agreement enforceable, unless this would materially change the intended effect of this Agreement.

14. Acceptable Use Policy

(a) This Policy applies to you if you use our Services.

(b) You must not use our Services or attempt to use the Services or permit our Services to be used in a way that may result in a breach of applicable law or regulation, including but not limited to:

(i) accessing, downloading or distributing any pornographic or other offensive material which includes but is not limited to material that incites discrimination, violence or hate towards one person or group of persons because of their religion, race, gender or nationality; or which is defamatory or obscene;
(ii) engaging in any potential or actual misleading or deceptive business or marketing behaviour;
(iii) infringing on the rights of a third party including Intellectual Property Rights and moral rights;
(iv) promoting or providing illegal or unlawful schemes or activities.

(c) You must not use our Services or attempt to use our Services or allow our Services to be used for spamming or malware purposes.

(d) We may monitor your account to assess compliance with our Terms. If we believe that you may have breached these Terms, we may:

(i) notify you of the breach;
(ii) be obliged to provide relevant details to State or Federal authorities;
(iii) suspend or terminate your Services without notice.

(e) You agree that you will not have any claim against us in relation to any action taken under this clause.

15. Dictionary

Acceptable Use Policy means the provisions as set out in clause14. Agreement means these Terms and any order you place with us. Background IP means Intellectual Property rights owned by or licensed to a Party as at the Commencement Date, or acquired or developed by a Party during the term of this Agreement independently of the activities carried out under this Agreement, which that Party has the right to license to third parties and which are necessary or desirable for the performance of the Services. Business Day means a day (other than a Saturday or Sunday) upon which banks are ordinarily open for business in Sydney, Australia. Claim means any claim notice, demand, investigation, action, proceeding, litigation, or judgment however arising, whether present, unascertained, immediate, future or contingent, whether based in contract, tort (including negligence) or statute and whether involving a Party to this Agreement or third party. Client Materials means any data, materials, and Intellectual Property that you must provide to us in order for us to provide the Services and includes any materials we request from you from time to time. Confidential Information means all spoken, written or electronically stored information belonging to or relating to either Party and includes without limitation: any kind of technical, financial or business information; details of employees, suppliers, or customers; material developed under this Agreement; and Intellectual Property, concepts, know-how and trade secrets, but excludes information in the public domain (other than by default under this Agreement) or information independently known to the other Party. Consequential Loss includes, without limitation: data loss; loss of opportunity, loss of anticipated profits or savings, expenses incurred through default or breach, wasted overheads, loss of contract, loss of business, loss of production, loss of use, loss of goodwill, and all other pure economic loss; and disappointment, distress, stress, and inconvenience. Content means content developed by a Party pursuant to this Agreement. Developed IP means all Intellectual Property created, conceived, developed or reduced to practice in the course of the performance of the Services, including Content. Dictionary means this dictionary containing defined terms. Fees means our fee for the Services we provide to you, as set out in clause 4 and as otherwise requested by you including any add-ons or additional services without limitation will include all Management Fees. Force Majeure Event means an unforeseen event beyond the control of the affected Party, including an act of god, war, terrorism, riot, vandalism, hacking, cyber ransom, industrial action, or law or actions of any government or governmental agency.GST has the meaning given in the GST Act; GST Act means A New Tax System (Goods and Services Tax) Act 1999 (Cth); GST Law has the meaning given by the A New Tax System (Goods and Services Tax) Act 1999 (Cth), or, if that Act does not exist, means any Act imposing or relating to the imposition or administration of a goods and services tax in Australia and any regulation made under that Act. Indemnified Officers means, in relation to a party, its directors, employees, contractors, agents and representatives. Insolvency Event in relation to a party means any of the following, the party:
enters into a scheme of arrangement with its creditors;
is wound up or dissolved, or an administrator, liquidator or receiver is appointed; or
is placed under official management, commits an act of bankruptcy or is charged with a criminal offence.

Intellectual Property means all intellectual property rights, patents, rights to inventions, copyright and related rights, moral rights, trademarks and service marks, trade names and domain names, rights in get-up, rights to goodwill or to sue for passing off or unfair competition, rights in designs, rights in computer software, source and object code, products, programs, technology, hardware, data, database rights, rights in confidential information (including know-how, trade secrets and marketing secrets), improvements, machines, techniques, methods, and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world. Intellectual Property Rights means:

(a) any and all rights in any patents, trade marks, service marks, registered designs, applications (and rights to apply for any of those rights), trade, business and company names, internet domain names and e-mail addresses, unregistered trade marks and service marks, copyrights, database rights, know-how, rights in designs and inventions;
(b) rights under licences, consents, orders, statutes or otherwise in relation to a right in paragraph (a); rights of the same or similar effect or nature as or to those in paragraphs (a) and (b) which now or in the future may subsist;
(c) the right to sue for past infringements of any of the foregoing rights;

16. Liability Waiver

(a) You agree that you have provided us with access to your website for the purposes of providing Search Engine Optimisation and digital marketing services to you.

(b) You acknowledge that we require access to your website hosting or control panel to provide the SEO and digital marketing services.

(c) You undertake to obtain the relevant file transfer protocol (FTP) login details from the third-party that hosts your website and provide these details to us prior to accessing your website for the purpose of providing SEO and digital marketing services to you.

(d) You acknowledge that where it is unable to provide the login details for your website to us, that we may not be able to perform digital marketing services on your website without the risk of the website becoming corrupted in the process. All fees and cost in regards to your service will continue to be billed whilst we await the correct login details, unless you have otherwise requested to pause the service as per our pause policies outlined in Section 6 of this agreement.

(e) You acknowledge this risk and in the event your website becomes corrupted, the website may not be able to be restored by us without the required FTP login details being provided to us.

(f) Notwithstanding the above risk as stated in clause 16(e), you agree for us to access your website to provide SEO and digital marketing services.

(g) You hereby waive your rights to hold us liable for any direct or indirect losses, claims, costs, damages or expenses of yours, including any loss of revenue and consequential damages caused or contributed to by such corruption to your website.

(h) In order to mitigate the risk of your website becoming corrupted, you agree and undertake to maintain backup versions of your website to guard against losses of any kind.

17. Specific Terms for Digital Products and Services

(a) Access Authority

(b) Specific Services

(c) Posts and Content

(d) Approval

(e) Discretion

(f) Payments and Spend

(g) Issues

(h) Public Engagement

(i) Acknowledgements

18. Account Management

(a) Account

(b) Payment Arrangements and Billing Cycle

(c) Social Engage

(d) Search Engine Optimisation (SEO)

(e) Converto Pages

(f) Do It For Me Websites (DFIM)

(g) eCommerce

(h) Hosting Services

(i) Custom Website

(j) Video Animation

(k) Separate Agreements

19. General

(a) The laws of Queensland, Australia apply to our Agreement and the parties submit exclusively to the courts of that jurisdiction.

(b) Relationship between the parties. Nothing in our Agreement constitutes an agency, partnership or contract of employment, or as a guarantee of future employment or engagement.

(c) The parties’ rights and obligations under clauses 1, 3, 4, 5, 6, 8, 9, 10, 11, 12, 13 and 14 will survive termination.

(d) Any variation or amendment to our Agreement must be in writing signed by all parties.

(f) Any delay or failure to enforce any rights in relation to a breach by the other party will not be construed as a waiver of those rights.

17. General

(a) This Agreement is governed by the laws of New South Wales, Australia. Each party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in New South Wales and any courts entitled to hear appeals from those courts and waives any right to object to proceedings being brought in those courts.

(b) Nothing in this Agreement creates a relationship of employment, trust, agency or partnership between the parties.

(c) Any provision of this Agreement which is unenforceable or partly unenforceable is, where possible, to be severed to the extent necessary to make this Agreement enforceable, unless this would materially change the intended effect of this Agreement.

(d) This Agreement may only be amended or varied by a written document executed by both parties.

(e) Each party must at its own expense do everything reasonably necessary to give full effect to this Agreement and the events contemplated by it.

(f) A party’s failure or delay to exercise a power or right does not operate as a waiver of that power or right. The exercise of a power or right does not preclude either its exercise in the future or the exercise of any other power or right.

(g) Each party must comply with the Privacy Act 1988 (Cth) and any other applicable privacy laws in relation to any personal information collected, used or disclosed in connection with this Agreement.

(h) We may use third party providers to deliver the Services. You acknowledge that we are not responsible for the acts or omissions of any third party provider.

(i) We may change the terms of this Agreement at any time by giving you written notice. If you do not agree to the changes, you may terminate this Agreement by giving us written notice within 14 days of receiving notice of the changes.

(j) You acknowledge that social media platforms may change their terms of service, algorithms, or other aspects of their platforms at any time. We are not responsible for any changes made by social media platforms that may affect the Services.

18. Contact Information

If you have any questions about these Terms and Conditions, please contact us at:

Search Marketing Experts
Email: [email protected]

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