Terms & Condition

Definitions

You, Your, The Client means the Individual or Company listed above as “Client” We, Us Our, SEO Co. means Gcomm.Digital Pty Ltd ACN 600 296 277, trading as SEO Co.. Services means the Services to be provided by Us to You as set out above.

Our Obligations:

In consideration for Your payment of the Fees we will provide the Services with reasonable skill and care. You acknowledge and accept that we do not have any direct control over any third parties (for example, without limitation, search engines, affiliate networks) that we may utilise in the provision of the Services. You acknowledge that we do not provide any guarantee with respect to Your website ranking on any search engine page and that the results obtained by You as a result of the provision of the Services by Us will be affected by a number of factors including changing algorithms of particular search engines and the relevance and popularity of search terms.

Duration:

We shall begin providing the services on the date stated as the “Target Start Date” ("Commencement Date"). This agreement will remain in force for an initial period of 6 months from the Commencement Date (“Initial Period”) and shall automatically renew for a period of 30 days from the date of expiry of the Initial Period, and thereafter renew on a monthly basis.
After the expiry of the Initial Period, You may terminate this Agreement by giving Us 30 days notice in writing.

Your Obligations:

You will provide, at Your expense, all documentation, software, images, written works or other materials and information ("Materials") required by Us to provide the Services. You warrant that You have obtained all necessary consents and licences and permits to provide Us with the Materials. You warrant that where Materials which You supply to Us on the terms of this agreement contain personal data such data will have been collected, stored and processed at all times in accordance with the terms of the Data Protection Act 1998 and the Privacy Act 1998.

You will ensure that Your Website is hosted on a reliable server and is available for access at the website address nominated in this Agreement. You acknowledge that the unavailability of Your website for any duration may effect Our ability to provide the Services to You, and that We will not be responsible for any lack of performance of the Services due to Your website unavailabili- ty or error.

You agree to pay the Fees to Us as set out in this Agreement.

The company reserves the right to report a Client's delinquent account to a credit reporting agency should payment remain outstanding for more than 60 days. In addition the Company may refer the outstanding account for debt collection or issue legal proceedings to recover any outstanding invoices. Should an account be referred for debt collection the Client acknowledges and agrees to pay charges to be calculated at not less than 20% plus GST and will be incurred on the day the Company refers the matter to their nominated debt collection agency. The client shall also be liable for interest and all legal recovery costs associated with such action on a solicitor and own client or indemnity cost basis.

Termination:

Either party may terminate this agreement by serving at least 30 days written notice to the other after the Initial Period. Where such notice is served, termination will take effect from the next monthly anniversary of the Commencement Date following the 30 day notice period.
Without prejudice to any other rights or remedies which either party may have against the other for breach or non-performance of any of the terms of this agreement, either party may terminate this agreement with immediate effect by written notice to the other party in the event that:
The other party fails to pay any of the sums due under this agreement within 14 days of the date for payment; or
The other party fails to perform or comply with any of the obligations under this agreement and fails to rectify such failure within 7 days of being given notice to do so; or
The other party is found to be in breach of any of the warranties given in this agreement; or 4) if the other party enters into liquidation, bankruptcy or other insolvency procedure, whether compulsorily or voluntarily, other than for the purposes of reconstruction or amalgamation; or
If an assignee is appointed for the benefit of the other party’s creditors or of a receiver or the other party suspends any payment of its debts or if any similar situation arises; or
In the event of a force majeure.
We reserve the right to terminate the agreement with immediate effect in the event that You transfer the management of the Services (or any of them) to any third party.
Without restricting our rights under this agreement, we shall be entitled at anytime on giving notice to You to suspend the provision of the Services with immediate effect if You are in breach of any term of this agreement.

Consequences of Termination:

The expiration of this agreement, or termination of this agreement for any reason, shall not affect any accrued rights or liabilities of either party under this agreement nor the coming into force or the continuance in force of any provision of this agreement which is expressly or by implication intended to come into, or continue, in force on or after such expiration or termination.

All IPR and/or Keywords, Ad Texts, Copy Creation, Sitemap Creation XML & HTML, XML Feed Creation, Banner Designs, One Way Links, Web Coding & PPC Accounts relating to Google, Yahoo!, BING and any other accounts set up (if any) used to provide the Services created by Us in the provision of the Services shall belong to Us.

You warrant that the Materials used by Us will not infringe the IPR or any other rights of any other person and You agree to indemnify Us and hold Us fully harmless for any breach of this warranty.

Upon termination of this agreement for whatever reason You will pay Us:-
1) for the Services performed and/or provided pursuant to this agreement up to the date of termination; and

2) where this agreement is wrongfully terminated for any reason (other than as a result of a fundamental breach of this agreement by Us), any other sums which would have been due to Us had the agreement run for the Duration and had we preferred and/or provided the Services for the Duration;

You hereby indemnify Us in respect of any costs and expenses incurred by Us (including, without limitation, all legal costs, solicitors’ fees, Court and enforcement fees) in seeking to recover and/or recovering the sums due to Us pursuant to this agreement.

If we terminate this agreement by reason of Your breach of its terms or if You are in repudiatory breach of this agreement, You agree that without prejudice to any other right or remedy available to Us all sums accrued due to Us and unpaid, together with all sums which would have become due under this agreement in the period between the date of such termination and the earliest date on which this agreement would otherwise have expired or could have been terminated by giving notice in accordance with the terms of this agreement shall become due to Us immediately and interest on such sums shall start to run at the rate set under Rule 283 of the Uniform Civil Procedure Rules 1999 (Qld) from time to time.

Upon termination of this agreement or in the event that a third party is to take over the management of the Services (or any of them) we reserve the right not to transfer any accounts which may be held with third parties and which are used in the provision of the Services to either You or any third party nor to permit You or any third party to have access to such accounts until all sums owing under this agreement have been paid to Us in full.

Upon termination of this agreement, provided all sums owing to Us under this agreement have been paid to Us in full, we will return all Materials supplied by You to Us and provide You with a list of the words, phrases and terms that have generated “clicks” (if any) we have used to provide the Services ("Keywords").

Intellectual Property Rights ("IPR"):

All IPR existing prior to the date of this Agreement shall belong to the party that owned such rights immediately prior to that date. Other than as expressly set out in this agreement neither party will gain by virtue of this agreement any rights of ownership of or in any IPR owned by the other. You hereby grant to Us an irrevocable, world-wide, royalty free licence for the duration of this agreement to use any IPR belonging to You and the Materials for the provision of the Services.

Limitation of Liability:

Notwithstanding any other provision of these terms, neither party’s liability under or in connection with these terms shall be excluded or reduced to the extent that it arises in respect of the following matters:
a) for death or personal injury caused by negligence;
b) for fraud or fraudulent misrepresentation;
c) for any other matter which it would be unlawful for You or Us (as relevant) to exclude or limit or attempt to exclude or limit liability.
We shall not have any liability to You (howsoever arising, including liability in tort) under or in connection with these terms, including in relation to and in respect of the provision of the Service or our inability to provide the Service for any loss of profits or anticipated savings, loss of revenue, loss of or damage to reputation or goodwill, loss of opportunity, wasted management or other staff time, losses or liabilities under or in relation to any other contract, loss of any software or data, loss of use of hardware, software or data; (in each case whether direct, indirect, special and/or consequential loss or damage) or for any other indirect, consequential and/or special loss or damage.
We expressly exclude our liability (howsoever arising, including liability in tort) under or in connection with this agreement for any loss or damage (whether direct, indirect, consequential and/or special) arising from or in connection with or in respect of any incorrect, misleading or incomplete information which You provide to Us, any Materials which You supply to Us or any act or omission of any third party over whom we have no control.
Our total liability to You in contract, tort (including negligence and breach of statutory duty), misrepresentation, and/or otherwise howsoever arising under or in connection with this agreement and/or the provision of the Services shall be limited to the price paid to Us by You for the provision of the Services giving rise to any such liability.
You acknowledge that to provide the Services we will use third party services and products. You acknowledge and agree that if at any time and for any reason we are not be able to use the third party services and/or products (e.g., without limitation, because the third party services and/or products are withdrawn from our use by such third party) we may terminate this agreement with immediate effect by sending notice of such termination to the email address You provide at the time You request the Services and You acknowledge and agree that we shall have no liability whatsoever to You in respect of any such early termination.