Terms & Conditions
1. Definitions
The Agreement, as varied from time to time in writing, applies to al sales of goods and the provision of all services by the Supplier to the Client pursuant to the Agreement.
- “Agreement” means the terms and conditions herein and the Proposal.
- “Supplier” means (ABN 62 007136 932 ).
- “Client” means the person and/or business described within the Proposal.
- “Authorisation” means the acceptance of the Proposal, making a payment or signing this Agreement.
- “Fees” means the amount contained in the Proposal.
- “Research” means the Client’s preferred search terms optimised, researched and/or presented pursuant fo this Agreement.
- “Intellectual Property” means the intellectual property attaching to the Services including research, strategy, presentation, design rights, business excellence frameworks. “Confidential Information” means all the information provided by one party fo the other in connection with this Agreement where such information is identified as confidential or ought reasonably be considered fo be confidential based on its context, nature or the manner of its disclosure, but excluding: – information that is in the public domain other than by a breach of this Agreement; and
– information developed independently by a third party.
Without limiting the foregoing, Confidential Information includes the terms of this Agreement and the contents of the Proposal.
2. Offers
The Client engages the Supplier to provide the Services as defined in the Proposal. To accept the Supplier’s offer to provide the Services, the Client must execute
this agreement or pay either the agreed deposit or agree to a payment schedule (any of these acts, individually or combined is considered “Acceptance”). If
Acceptance does not take place within 28 days from the date the Agreement is provided to the Client, then the Supplier’s offer to provide the Services will expire
without further notice fo the Client.
3. Services
The Supplier will provide the chosen services to the specifications contained in the Proposal.
4. Fees
The Client agrees fo pay the Supplier the Fees for the Services as contained in the Proposal. The Supplier may, at the cost of the Client, engage the services of a
debt recovery agency or law firm to assist it with recovery of the Fees, if the payment is more than 7 days late . After two or more changes per page are requested
by the client the supplier will charge the market pricing for any and all further alterations changes. In the event of either a non or partial payment the Client
authorises the Supplier if a payment has not been received within 14 days of the due date the Client authorises the Supplier to suspend all services, pending full
payment. Further any loss of rankings, sales or other benefits that the client may have benefited from if payment had been made by the due date the client waives
any and ll potential litigation against the supplier.
5. Notices
All notices must be in writing and can be given by:
1. Hand delivery;
2. Registered post; or 3. Email – A notice is deemed fo be given and received:
3. If delivered in accordance with clause 1, on the next Business Day after delivery:
4. If sent in accordance with clause 2, in 5 Business Days after the day of posting: or
5. If delivered in accordance with clause 3, on the next Business Day after sending.
2. Registered post; or 3. Email – A notice is deemed fo be given and received:
3. If delivered in accordance with clause 1, on the next Business Day after delivery:
4. If sent in accordance with clause 2, in 5 Business Days after the day of posting: or
5. If delivered in accordance with clause 3, on the next Business Day after sending.
6. Breach & Termination
The Client will be in breach of this Agreement upon:
6. failing to pay the Fees in accordance with the Proposal or agreed payment schedule;
7. contravening any obligations pursuant to the terms of this Agreement;
8. failing to respond to the Supplier’s communication in a timely manner;
9. failing to act in a professional manner;
10. disparaging the Supplier on social media, forums, reviews or websites;
11. Failing fo supply adequate responses fo commercials questions in a timely manner.
7. contravening any obligations pursuant to the terms of this Agreement;
8. failing to respond to the Supplier’s communication in a timely manner;
9. failing to act in a professional manner;
10. disparaging the Supplier on social media, forums, reviews or websites;
11. Failing fo supply adequate responses fo commercials questions in a timely manner.
- The Supplier may terminate this Agreement if the Client has failed to remedy any breach within 14 days of notice.
- If the Client cancels any Direct Debit Authority. this does not affect the Client’s liability to pay the Fees in full under the Agreement.
7. Confidentiality
A party must not, without the prior written consent of the other party, use or disclose the other party’s Confidential Information unless expressly permitted by this
Agreement or required to do so by law or regulatory authority.
A party may:
A party may:
- use the Confidential Information of the other party solely for the purposes of complying with its obligations and exercising ifs fights under this Agreement; and
- disclose the Confidential Information to its employees or advisers to the extent necessary for them to know the information for the purposes related to this Agreement but only if reasonable steps are taken to ensure that the confidentiality of the information is retained.
8. Indemnity
The Client hereby unconditionally and irrevocably agrees to indemnify and keep indemnified the Supplier, its officers, employees and agents against any and all,
including Third Party, actions, claims, demands, losses, liabilities or costs (including legal costs) that arise, or result from, or are in any way connected with the Services,
including but not limited fo the sale of any product or services.
9. Limitation of Liability
To the full extent permitted by law, the Supplier excludes all representations, warranties or terms (whether express or implied) other than those expressly set out in this
Agreement or the Proposal. If failure to supply is caused by matters beyond the Supplier’s reasonable control including (without limitation) acts of God, acts of any
government, war or other hostility, national or international disaster, the elements, fire, explosion, power failure, equipment failure, strikes, lockouts, inability to obtain
necessary supplies and any other force majeure occurrence. This Agreement is to be read subject fo any legislation, which prohibits or restricts the exclusion,
restriction or modification of any implied warranties, conditions or obligations.
10. Warranties
Each party warrants that:
- the execution and delivery of this Agreement has been properly authorised;
- it has full corporate power to execute, deliver and perform ifs obligations under this Agreement;
- this Agreement constitutes a legal, valid and binding obligation of it enforceable in accordance with its terms by appropriate legal remedy:
- other than in relation to material included in the Services by the Client or any third party from time to time, any use of the Services by the Client in accordance with this Agreement will not infringe the right of any party and wil not breach any applicable law.
In addition, the Client warrants that any material which the Client causes to be published, displayed or contained with the provided Services will not contain any
illegal or unethical material and research reporting in full.
11. Responsibilities of the Client
The Client acknowledges that if a debit is retuned by his/her/ifs financial institution as unpaid, a failed payment fee is payable by the Client to the Supplier. The
Client will also be responsible for any fees and charges applied by his/her/its financial institution for each unsuccessful debit attempt together with any collection
fees, including but not limited fo any debt recovery agency or law firm’s fee, as may be incurred by the Supplier. The Client authorises the Supplier fo attempt to re-
process any unsuccessful payments after 3 business days. If the payment remains unsuccessful after 14 days, the Client authorises the Supplier fo suspend all services,
pending full payment. In the event of a failed payment, the Client agrees to pay the Supplier an administrative fee of $25 per failed transaction within 7 days of an
invoice being provided.
12. Assignment
No party may assign or otherwise deal in any way with its rights under this Agreement without the prior written consent of the other party.
13. Severability
If a provision is invalid or unenforceable itis fo be read down or severed to the extent necessary without affecting the validity or enforceability of the remaining
provisions.
14. Entire Agreement
This Agreement and the Proposal together form the entire agreement between the parties about ifs subject matter and supersedes all other discussions, negotiations,
representations, arrangements, warranties or agreements.
15. Variation
This Agreement may only be amended or varied in writing signed by all the parties.
16. Waiver
Any rights under this Agreement may not be waived or varied except in writing signed by the party to be bound. Unless otherwise expressly stated in the Contract, no
waiver or relaxation in whole or in part of any of the terms and conditions of the Agreement will be binding on the Supplier unless in writing and signed.
17. Jurisdiction
The laws of Victoria govern this Agreement and each party submits to the exclusive jurisdiction of the cours of Victoria.
