Search Engine Optimisation services (SEO)
SEO Services means the Search Engine Optimisation (SEO) services supplied by us to you for the purpose of having the website found and listed by search engines for the key phrases in searches and attempts to improve the ranking of the website (“Your Web Site”) in the search engines when the key phrases are searched.
1.1 You and VisionAlliance, VisionDigital, PopcornMarketing, Tania Allen and or Vision Consulting Group (Global) Pty Ltd shall agree on the key phrase or key phrases (depending on the SEO Services that you have elected to obtain from us) in respect of which we will provide the SEO Services (as the context requires, depending on the SEO Services that you have elected to obtain from us) (“Agreed Keyphrase/s”).
1.2 You agree to provide us with any information, material, excerpts of or links from or to any content (“Your Web Site Information”) on your web site reasonably requested by us, to assist us with providing the SEO Services to you. You acknowledge and agree that failure to comply with this clause 1.2 will amount to a material breach of contract and enable us to terminate the SEO Services with all applicable remaining Fees immediately due.
1.3 You agree that we may from time to time during the Service, propose changes to any website owned or operated by you in respect of which the SEO Services are being provided, including, without limitation, to suggest adjustments to Your Web Site in the event that search engine algorithms change, and which we consider might assist you in improving the ranking of Your Web Site (“Optimisation Change/s”).
1.4 You hereby authorise us to develop a link exchange program whereby links to and from Your Web Site, and other websites and/or industry guides and/or directories, are established, and you hereby appoint us as your agent for this purpose. We agree to use all reasonable commercial endeavours to ensure that we do not insert links to and from Your Web Site to or from obscene, defamatory or sexually explicit websites and/or industry guides and/or directories.
1.5 We agree that we will not, and will not recommend that you, cloak any pages or hide same colour content on same colour background or otherwise knowingly use spam methods in an attempt to improve the ranking of Your Web Site in connection with the provision of the SEO Services.
1.6 If you agree to provide us with File Transfer Protocol access (“FTP access”) to Your Web Site, we agree not to make any Optimisation Changes to Your Web Site, without your prior written consent to such Optimisation Changes.
1.7 In addition to clause 1.6, if you agree to provide us with FTP Access to Your Web Site (but not otherwise), you expressly grant to us a licence to cache the file and content of Your Web Site, including data and content supplied by you and/or third parties, whether or not Your Web Site is hosted by our supplier. You agree that you shall be responsible for obtaining any agreements and/or consents required of any third party in connection with the grant of this licence to us. You also agree that any such caching is not an infringement of any of your intellectual property rights or any third party’s intellectual property rights.
1.8 In the event that you do not agree to provide us with FTP Access, we agree that any Optimisation Changes will be provided by us to you in writing.
1.9 We agree to provide you with weekly, fortnightly or monthly written ranking reports with respect to the Agreed Keyphrase/s (“Benchmark Report”).
1.10 If you request additional changes to Your Web Site other than those we have recommended or request any additional services beyond the scope of what is agreed with you then those additional changes or services will be subject to an additional change fee of $180 (plus GST) per hour.
1.11 You acknowledge and agree that:
- search engines vary in the time taken to index and include website submissions in their search results and that it may take several months for the performance of the SEO Services to have any noticeable effect on Your Web Site’s rank or position in the search result of search engines;
- search engines may vary their search and ranking algorithms and policies at any time, refuse to accept the submission of any website or otherwise exclude any website from their directories at any time without reason; and
- it is possible for the rank or position of Your Web Site in the search results of search engines to decrease due to factors beyond our control, including changes in the algorithms and policies of search engines as referred to above, the optimisation and submission of competitor websites and competitors paying search engines to advertise or favour their websites, and
- the extent and amount of optimisation changes we make to your site may be limited by the particular structure of your website and its content management system
- we do not have any control over search engines and are not responsible for any delay in the performance of the SEO Services caused by the conduct of any search engines, nor the impact of any of the above on you or your business.
1.12 At the end of the minimum term of a Fixed Term Contract, you will continue to be billed on a monthly basis until a new agreement is agreed upon between your account manager and yourself.
1.13 The early cancellation clause (termination for convenience) in the General Terms do not apply to these services. The following provisions will apply instead:
|Date of cancellation||Termination Fee|
|Before you receive the brief of the engagement||50% of Total Contract Value for a Fixed Term Contract|
|After you receive the brief of the engagement||80% of Total Contract Value for a Fixed Term Contract|
|After completion of the review process||Total Contract Value for a Fixed Term Contract|
1.14 Any benefit gained from the services will continue only as long as You pay for the Services. You understand and agree that after termination of this agreement, VisionAlliance, VisionDigital, Tania Allen and or Vision Consulting Group (Global) Pty Ltd may terminate or cancel all off-page activities used to provide the Services to you. You agree that VisionAlliance, VisionDigital, Tania Allen and or Vision Consulting Group (Global) Pty Ltd is not liable to you for any costs, loss or damages arising from any actions or omissions of VisionAlliance, VisionDigital, Tania Allen and or Vision Consulting Group (Global) Pty Ltd following termination of the Services.
1.16 You warrant that:
- you have the right to provide us with Your Web Site Information, and, if applicable, FTP Access, with respect to Your Web Site;
- you will not alter, and will procure that no other person alters, any element of the textual content, content structure, graphical content and/or source code of Your Web Site, at any time during the SEO Service, without our prior written consent;
- neither Your Web Site nor any of the content of Your Web Site (including, without limitation, any products and/or services that you may determine to offer for supply, or supply via Your Web Site, the internet or otherwise, Your Web Site Information, and if applicable, any Optimisation Changes implemented by us or, by you or anyone on behalf of you) (collectively, “Your Web Site Property”) will infringe the intellectual property or any other rights of any third party;
- Your Web Site and Your Web Site Property will at all times comply with all laws required to be complied with by you; and
- Your Web Site and use of the SEO Services contemplated under this Contract complies with all relevant policies of those third parties (for example, without limitation, you comply with the Google policies in relation to use of its AdWords service).
- Your Web Site Materials and our use of them are not and will not infringe the IPR of any third party, be obscene, offensive or defamatory, contain any malware and will not be used for any illegal or fraudulent purpose;
- any words or phrases included in Your Web Site Property do not and will not contain the names of your competitors or any trademarks owned by anyone other than you;
- you are legally entitled to market and promote the products and services which are featured on Your Web Site and that you hold all approvals, licences and authorisations required to market and promote those products and services; and
- the content appearing on Your Web Site and Your Web Site Property are complete, true and correct and not misleading or deceptive.
Our General Disclaimer of Warranties
1.17 To the extent permitted by law and excluding the guarantee given in clause 6.14, neither Vision Alliance, VisionDigital, Tania Allen, Vision Consulting Group (Global) Pty Ltd, nor any employees, affiliates, agents, suppliers, third-party information providers, merchants, licensors nor the like (each a “Relevant Party”) of either Vision Alliance, VisionDigital, Tania Allen, Vision Consulting Group (Global) Pty Ltd or any Relevant Party, make any warranties of any kind, either expressed or implied, statutory or otherwise, relating in any way to the subject matter of this agreement, including, but not limited to, warranties of merchantability or fitness for a particular purpose, or non-infringement for the SEO Services or any equipment provided, and all such warranties are hereby excluded.
1.18 You acknowledge and agree that nothing in this agreement shall constitute an express or implied warranty or guarantee by either us or a Relevant Party:
- concerning the results or success that may be obtained from the use of the SEO Services;
- as to the accuracy, reliability or content of any information services or merchandise contained in or provided through the SEO Services, or, for the avoidance of doubt, any information provided by us or a Relevant Party in any advice, report or communication to you or any other party;
- that the provision of the SEO Services will result in the ranking of Your Web Site improving; and/or
- that the provision of the SEO Services will result in an increased amount of traffic or users to Your Web Site; and/or
- concerning any market conditions (whether favourable or not) that may be in existence at the commencement of the SEO Service will continue; and/or
- that the provision of the SEO Services generally, or any software utilised by us to provide the SEO Services, will not be subject to, or result in, either errors and/or delays.
1.19 You acknowledge that although we may suggest Optimisation Changes to you in connection with providing the SEO Services, neither us nor any Relevant Party take any responsibility for Your Web Site or Your Web Site Property. Accordingly, you agree that you shall at all times be solely responsible for Your Web Site and Your Web Site Property notwithstanding the provision of the SEO Services to you by us or our Relevant Party.
1.20 Without limiting the above, you acknowledge that our SEO Services may require us to use, interface with or input information into a Relevant Party’s systems (including companies such as Google and Yahoo!) and you agree that we have no liability to the extent that the Relevant Party is unable to provide its services to you.
1.21 You will indemnify and defend Vision Alliance, VisionDigital, Tania Allen, Vision Consulting Group (Global) Pty Ltd and all directors, officers, employees, and agents of Vision Alliance, VisionDigital, Tania Allen, 1Vision Consulting Group (Global) Pty Ltd and any Relevant Party (each an “Indemnified Party”) from and against any and all claims, damages, losses, liabilities, suits, actions, demands, proceedings (whether legal or administrative) and expenses (including but not limited to reasonable legal fees) incurred by any Indemnified Party arising out of, or directly or indirectly relating to:
- Your Web Site; and/or
- Your Web Site Property; and/or
- our role as your agent (and any action or inaction by us as part of that role); and/or
- any breach of this agreement by you; and/or
- the use of the SEO Services by you.
Such claims shall include, but shall not be limited to, claims based upon trademark, service mark, trade name, copyright and patent infringement, trademark dilution, tortious interference with contract or prospective business relations, unfair competition, restrictive trade practices, misleading statement, misleading or deceptive conduct, breach of contract, defamation or injury to reputation, or other injuries or damage to business.
Roll-over of Contract
1.22 At the end of the term of a Fixed Term Contract, you agree that your agreement will roll-over on a monthly basis without notice to you.