Terms of Service Agreement
SEO Shark Pty Ltd
This Terms of Service Agreement (the “Agreement”) sets out the terms and conditions on which you (the “Client”) have engaged SEO Shark Pty Ltd, to perform certain Services as outlined below. This is a legally binding agreement between you and SEO Shark Pty Ltd (hereinafter "SEO Shark"). 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 Shark.
1.1 SEO Shark 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 Shark 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 Shark 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 Shark 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 Shark 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 Shark to appoint agents and or contractors from time to time to assist in the provision of the Services under this Agreement.
2. SEO Shark’s OBLIGATIONS
2.1 SEO Shark will provide Services to the Client in accordance with SEO Shark`s standard policies and procedures. SEO Shark reserves the right to reject Clients for any other reason, at SEO Shark`s sole discretion. SEO Shark will be responsible for all aspects of providing the Services.
2.2 All SEO Shark rules, policies and operating procedures concerning privacy, pricing, customer service, and all other aspects of the Services will apply, and SEO Shark may change its rules, policies and operating procedures from time to time in its sole discretion.
3. SEO REPORTS AND ACTIVITIES
3.1 SEO Shark's link building activities (“off-page optimisation”) are confidential and SEO Shark does not disclose these activities. However, to provide a client with feedback about how a domain is progressing with SEO services, SEO Shark provides access to updated, daily reports with webpage rankings available at the following URL: www.seo-stats.com.au
4. FEES AND PAYMENT
4.1 All fees for Services provided to the Client are due and payable in full, in advance of the provision of Services.
4.2 A Client can make payments to SEO Shark by credit card, PayPal or bank transfer.
4.3 If the Client provides SEO Shark with their credit card information, the Client authorises SEO Shark to automatically charge their credit or debit card for charges that apply to the Client's account. Recurring charges will be posted to the Client's credit card until such time that the Client cancels SEO Shark’s service.
4.4 If the payment method is credit card, SEO Shark will attempt to charge the Client’s credit card on the monthly anniversary date of the client first ordering services.
4.5 All invoiced fees must be received by 5pm on the stipulated due date on the invoice or an AUD200 administrative fee will be charged for each 7 days.
4.6 Charges not paid by the due date for any reason might result in a suspension of Services until full payment is received.
4.7 The Client acknowledges that any unpaid invoices will be sent to a collection agency after 2 months.
4.8 Except in the case of a material breach of this agreement by SEO Shark, SEO Shark does not issue refunds of any fees for any reason.
5. TERM OF AGREEMENT AND CANCELLATION
5.1 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 working 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.
5.2 Cancellations become effective on the day they are processed by SEO Shark. The Client will be notified of the cancellation via email.
6. WARRANTY DISCLAIMERS
6.1 SEO Shark 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 New South Wales.
6.2 SEO Shark makes no warranty or representation:
6.2.1. as to the position your advertisement is placed on a search result page, or the frequency and time of day that your advertisement is displayed;
6.2.2. for any specific result on any search engine;
6.2.3. as to the quantity or quality of increased traffic or sales to the Client’s Website; or
6.2.4. 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.
6.3 While Google’s results are displayed on other search engines, SEO Shark’s Services are aimed at increasing visibility and boosting traffic from Google. Google does change its algorithm and SEO Shark is not responsible for the client’s rankings due to this algorithm change. SEO Shark will endeavour to maintain the Client’s Google rankings, but the Client acknowledges that SEO Shark 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 Shark is not responsible for the Client’s ranking fluctuations that may have been caused by this previous SEO work.
6.4 The Client acknowledges and agrees that:
6.4.1. the information available on or through the Client’s Website following the application of the Services is not reviewed, controlled or examined by SEO Shark in any way before it appears on Client’s Website;
6.4.2. SEO Shark does not endorse, verify or otherwise certify the contents of any such information; and
6.4.3. 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).
6.5 SEO Shark does not warrant or guarantee that:
6.5.1. any information available on or through SEO Shark will be free of infection by viruses, worms, trojan horses or anything else manifesting contaminating or destructive properties; or
6.5.2. that the functions or services performed by SEO Shark or a Supplier will be uninterrupted or error-free, or that defects in Services will be corrected.
6.6 The Client remains responsible for the ongoing security and integrity of their own software, website, networks and systems.
6.7 The Client remains the owner of any content created by SEO Shark on the Client's social media profiles or the Cleint'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.
6.7.1 If SEO Shark 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.
6.7.2 SEO Shark does not guarantee any conversion rates or specific numbers of clicks and spend related to SEO, Google AdWords and social media services.
6.7.3 If SEO Shark 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, Pinteres, the Client remains responsible for checking the content and for correcting it if it is necessary.
6.7.4 By providing access to the Client’s social media networks, the Client allows SEO Shark to read and respond to any messages or posts made on the Client’s social media networks.
6.8 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 Shark on SEO Shark marketing materials (such as websites, proposals, and portfolio examples), unless the Client instructs otherwise.
The Client will indemnify SEO Shark 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.
8. LIMITATION OF LIABILITY
SEO Shark 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 Shark has been advised of the possibility of such damages. In no event shall SEO Shark`s liability to the Client hereunder exceed the amount paid to SEO Shark 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.
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 Shark’s 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 Shark`s 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 New South Wales (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.
7 June 2016