Terms & Conditions

1. Cancellation Notice means the written notice given to the Provider by the Client to cancel an existing Service prior to its Service End Date;
2. Client means the individual or organisation whose details are listed in the Service Order Form as the purchaser of the Services;
3. Client Website means the website maintained or operated by the Client;
4. Client Website Content means any and all content uploaded, posted, transmitted, emailed or otherwise made available on or through a Client Website;
5. Confidential Information means, with respect to a party to these Terms:
1. all intellectual property rights, trade secrets, each party’s business, products and services, finances, customer names, sales figures, employee details, pricing methodologies, and any other information relating to each party’s internal operations, plans, policies, and practices and transactions in whatever media;
2. other information identified in writing as confidential by either party; and
3. translations, enhancements, corrections, modifications, derivative works, copies, forms, embodiments and additions of and any of the foregoing;
6. Force Majeure Event is any event or circumstance or combination of events and circumstances which is:
1. beyond the control of the Provider and is not a risk for which the Provider is responsible for under these Terms; and
2. cannot, or the effects of which cannot, be prevented, overcome or remedied by the exercise by the Provider of a standard of care and diligence expected of the Provider;
7. Insolvent means, with respect to the Client:
1. it is (or states that it is) insolvent;
2. it is in receivership, in receivership and management, in liquidation, in provisional liquidation, under administration or wound up or has had a receiver appointed to any part of its property;
3. it is subject to any arrangement, assignment, moratorium or composition, protected from creditors under any statute, or dissolved (other than to carry out a reconstruction or amalgamation while solvent on terms approved by the Provider);
4. an application or order has been made (and, in the case of an application, it is not stayed, withdrawn or dismissed), resolution passed, proposal put forward, or any other action taken, in each case in connection with the Client, which is preparatory to or could result in any of the circumstances detailed in any of paragraphs (i), (ii) and (iii);
5. it is taken to have failed to comply with a statutory demand;
6. it is otherwise unable to pay its debts when they fall due;
7. it is (or states that it is) bankrupt; or
8. something having a substantially similar effect to any of the circumstances detailed in any of paragraphs (i) to (vii) above happens in connection with the Client under the law of any jurisdiction;
8. Insurances mean business, directors and officers, health, accident, vehicle, public liability, workers’ compensation and any other types of insurances capable of being procured or maintained by the Client for, or in connection with, the Client Website and/or its business;
9. Minimum Service Period means the minimum term of service which must be purchased by the Client under these Terms, being, unless otherwise specified in a Service Order Form, six (6) months from Service Commencement Date;
10. Provider’s Website means www.searchx.com.au;
11. Scope of Work means the scope of work agreed to be carried out by the Provider pursuant to a Service Order Form, including, without limitation:
1. research keywords and phrases to select appropriate, relevant search terms, the number of which is limited to the amount specified in the Service Order Form;
2. use keywords listed in the Service Order Form for development, improving the ranking of, and/or position the contents of the Client Website’s URL as set out in the Service Order Form;
3. submit, place or insert the Client Website’s URL in search engines and/or directories;
4. post the Client Website’s URL as a link on forums and/or blogs; and
5. create periodic positioning reports showing Client Website rankings in the major search engines and corresponding keywords;
12. Service Commencement Date means the date of commencement of the Service as specified in the Service Order Form;
13. Service End Date means the expiry date of the Service as specified in the relevant Service Order Form;
14. Service Fees and Charges means the fees and charges payable by the Client in respect of the Service, including, without limitation, any applicable interest charges and Taxes thereof;
15. Service Order Form means the order form required to be completed by the Client for the purchase of the Services which may be accessed from the Provider’s Website or is given to the Client by the Provider or the Provider’s employee, which details shall include, without limitation, the following specifications:
1. name, address, contact and email details of the Client;
2. URL of the Client Website;
3. Service Commencement Date;
4. Service End Date;
5. Minimum Service Period;
6. Service Plan details;
7. required and suggested keywords;
8. Service Fees and Charges (per month);
9. set-up fee and other additional charges (if any);
10. other relevant specifications requested by the Client; and
11. Targeted SEO Ranking Result;
16. Service Plan means the plan purchased by the Client in respect of the Services as specified under the Service Order form;
17. Service Period means the duration that Service as specified in Clause 7;
18. Services mean the search engine optimisation services to be supplied to the Client under these Terms;
19. Targeted SEO Ranking Result means the ranking result targeted for achievement by the Provider at the end of the Minimum Service Period for the Client as specified in the Service Order Form;
20. Tax Invoice means an invoice issued by the Provider and submitted to the Client in respect of the Service;
21. Taxes mean any and all taxes, levies, duties, charges, including withholding taxes, penalties, fines or any other levies imposed by any statutory authority under any jurisdiction in connection with the performance of the Services and these Terms;

1. search engine optimisation;
2. search engine marketing;
3. pay per click advertising;
4. social media advertising;
5. internet marketing;
6. online marketing;
7. link building;
8. search engine submission
9. website promotion; and
10. website copywriting.

1. the Service Order Form submitted by the Client shall be deemed an offer by the Client to purchase Services in accordance with the specifications of the Service Order Form and the provisions of these Terms;
2. accordingly, the Provider shall not be bound by the Service Order Form and may at its sole discretion, review all specifications contained therein and by way of a written notice to the Client, reject or amend the same and/or reject the Service Order Form in its entirety. Upon acceptance by the Provider, the Client shall be bound by all specifications set out in the Service Order Form, subject to any approved rejections or amendments of the Provider; and
3. a contract for the supply of Services based on such specifications or modified specifications, as the case may be, and on the provisions of these Terms, shall be deemed to have occurred when the Provider issues to the Client a Tax Invoice indicating its acceptance of the Client’s offer.

1. first month: the Service Fees and Charges relevant to the first month as well as the set-up fee must be paid on an ‘upfront’ basis made together with the submission of the applicable Service Order Form by the Client;
2. subsequent months: the Service Fees and Charges for each subsequent month must be paid by the Client within seven (7) days from the date of issue of the Tax Invoice for the relevant month.

1. any requests for changes made to a Service Order Form by the Client and accepted by the Provider in accordance with Clause 5.3, which in the sole opinion of the Provider, falls outside the Service Plan for the relevant Services;
2. any requests for re-working of the Client Website subsequent to the initial revisions made by the Provider pursuant to changes made to the Client Website by the Client and/or third parties;
3. any other requests by the Client which, in the sole opinion of the Provider, falls outside of the Scope of Work for the relevant Services; and
4. any other additional Services requested by the Client.

1. a late fee charge;
2. interest at a rate of 1.5% per month on the said amount; and
3. an administrative charge in respect of any bounced cheques or credit card charge backs.

1. the Provider makes no representation or warranty as to merchantability or fitness for a particular purpose, including any representation or warranty that the Services will meet the Client’s requirements, including, without limitation:
1. any representations relating to results to be derived from the Services; and
2. any representations relating to sales or profits, or lack of sales or profits thereof, as subsequent to the purchase of the Services;
2. the Provider has no control over the policies of search engines or directories with respect to the type of websites and/or content that may be accepted for search result and ranking purposes, including any policies relating to algorithm of search results. Accordingly:
1. some pages of the Client Website may be excluded from a search engine or directory at any time at the sole discretion of the search engine or directory entity. In such cases, the Provider shall endeavour to resubmit any pages of the client Website that have been dropped from the index of a search engine or directory;
2. some search engines and directories may take as long as two (2) to four (4) months, and in some cases longer, after submission to list websites and occasionally, search engines and directories may cease to accept submissions for an indefinite period of time;
3. expedited listings of the Client Website or any pages thereof may be made upon payment of a fee to the search engine or directory. The Client shall bear the sole cost of any such fees if the Client requests for expedited listings; and
3. the Provider shall not be responsible for any adverse impact on search engine or directory rankings caused by changes made to the layout or content of the Client Website by the Client and/or by third parties.

1. the Provider shall have, and the Client shall grant, access to the FTP account of the Client Website for revisions, modifications and uploading of new pages as may be required in respect of the Services;
2. the Provider is authorised to use any or all of the Client’s names, logos, trademarks, Client Website images and any other identifying marks of the Client for creating informational pages and any other uses as the Provider deems necessary in respect of the Services;
3. the Client shall, at the request of the Provider, promptly supply to the Provider articles, materials and/or any other information which may be required by the Provider in respect of the Services; and
4. all elements supplied by the Client to the Provider, including any text, graphics, photographs, images, designs, trademarks or other artwork are owned by the Client, or the Client is authorised by the rightful owner to use each of the said elements.

1. the Client is duly authorised to enter into these Terms in accordance with the method or form of authorisation required by its constitution or by applicable laws under its jurisdiction of formation or incorporation;
2. when executed, these Terms shall be legal, valid and binding on the Client, enforceable against the Client in accordance with its terms and conditions subject to all applicable laws, and will not violate or create a default under any law, rule, regulation, judgment, order, instrument, agreement or charter document binding on the Client and/or its property;
3. the Provider has not given to the Client, and the Provider hereby expressly disclaims to the maximum extent permitted by law, all conditions, warranties, representations, liabilities and obligations, whether express or implied, under these Terms or under any other communications between the parties;
4. the Provider shall not be liable for any direct or indirect, consequential or special loss or damages that may arise in respect of these Terms and that the Client has agreed to enter into these Terms based on its own judgment and discretion, and expressly disclaims any reliance upon any statements or representations made by the Provider;
5. there are no pending or threatened actions or proceedings before any court or administrative agency that could have a material adverse effect on performance of the Client’s obligations under these Terms, nor is the Client in default under any material loan, lease or purchase obligation; and
6. all information furnished, and to be furnished by the Client, shall be true, correct and complete.

1. damage to property;
2. loss of profits or revenue;
3. loss of data;
4. goodwill; and
5. any other tangible and intangible losses, even if the Provider has been advised of the possibility of such damages,

resulting from or arising in connection with:

1. the Services, and the performance or lack of performance thereof;
2. any Client Website Content, whether authorised or unauthorised and whether in original form or in any altered form thereof; and
3. the results achieved, or unachieved, from the use of the Services.

1. the Services;
2. the Client’s breach of any obligations under these Terms; or
3. violation of the rights of any person.

1. in writing;
2. if directed at the Provider, to the postal address, fax number or email address specified on the Provider’s contact page at http://www.searchenginexperts.com.au/contact-us or any other address as notified in writing by the Provider to the Client from time to time;
3. if directed at the Client, to the postal address, fax number or email address specified in the applicable Service Order Form or as updated by the Client by way of a notice in writing to the Provider from time to time;

1. If left at the recipient’s address, on the date of delivery;
2. if sent by prepaid post, five (5) after the date of posting;
3. if sent by fax, when the sender’s facsimile system generates a message confirming successful transmission of the total number of pages of the notice; and
4. if sent by email, when the sender does not receive any failed delivery email notification from either its, or the recipient’s, mail server within five (5) days after the date of the email.

1. the Client may renew, at any time before the expiry of the current Service Period, the Services by extending the Service Period for a further duration of not less than the Minimum Subscription Period (if any);
2. such renewal shall be made by the Client by completing a new Service Order Form and paying the necessary Service Fees and Charges in accordance with Clauses 5 and 6 respectively;
3. in the event that no renewal is made by the Client in accordance with this Clause, the Service Period shall be extended on a monthly basis at the end of the current Service Period until such time a Cancellation Notice is given by the Client to the Provider in accordance with Clause 15.2 below.

1. the Client may, subject to any applicable Minimum Service Period, cancel, at any time before the expiry of the current Service Period, the Services by way of a written Cancellation Notice given to the Provider or any other way specified by the Provider from time to time;
2. the effective date of cancellation shall be the 30th day following the date of the Cancellation Notice;
3. any amounts paid by the Client in respect of Service Fees and Charges relating to the Minimum Service Period or the set-up fee shall not be refunded to the Client and correspondingly, the Client shall be liable for all Service Fees and Charges due and payable by the Client in respect of the Minimum Service Period and/or the set-up fee;
4. if the Provider has achieved the Targeted SEO Ranking Results for the Client pursuant to the provision of Services under these Terms prior to the effective date of cancellation, the Client shall also not be entitled to a refund of any amounts paid by the Client in respect of Service Fees and Charges incurred beyond the Minimum Service Period and correspondingly, the Client shall be liable for all Service Fees and Charges due and payable by the Client for work done by the Provider up until the effective date of cancellation;
5. if the Provider has failed to achieve the Targeted SEO Ranking Result for the Client pursuant to the provision of Services under these Terms prior to the effective date of cancellation, the Client shall be entitled to a refund of the amounts paid by the Client in respect of Service Fees and Charges incurred beyond the Minimum Service Period less:
1. any cancellation fee imposed by the Provider; and
2. any other outstanding amounts due and payable by the Client to the Provider under these Terms or under any other Terms which may have been agreed upon between the Client and the Provider and/or its related entities.

1. the Provider may, without notice, suspend or terminate the Services:
1. if the Client fails to comply with any provision in these Terms (including failure to pay all Service Fees and Charges due and any other charges imposed in respect of the same), or do, or allow to be done, anything which in the opinion of the Provider, may have the effect of jeopardising the performance of obligations by the Client, until the breach (if capable of remedy) is remedied;
2. if the Client is Insolvent; or
3. if a Force Majeure Event continues beyond one (1) month from the date of commencement of such event;
2. unless Clause 15.3(a)(iii) applies, the Client shall remain liable for all Service Fees and Charges due and payable throughout the period of suspension.

1. to keep Confidential Information confidential;
2. to disclose Confidential Information to its employees or representatives only on a ‘need to know’ basis;
3. to not disclose the Confidential Information to any third parties other than the Recipient’s representatives;
4. to not communicate any opinions regarding the Confidential Information to any third parties other than the Recipient’s representatives;
5. to not use the Confidential Information for any purposes except for the purpose of carrying out its obligations under these Terms;
6. to not copy, reproduce, divulge, publish or circulate (or authorise or permit any other person to copy, reproduce, divulge, publish or circulate any Confidential Information.

1. the Recipient was in lawful possession of the Confidential Information before disclosure by the Disclosing Party;
2. the Confidential Information has been independently developed by any servant, agent or employee of, or other person on behalf of, the Recipient without access to or use or knowledge of the Confidential Information disclosed by the Disclosing Party;
3. the Confidential Information is in or subsequently comes into the public domain other than by breach by the Recipient of its obligations hereunder;
4. the Confidential Information is received by the Recipient without restriction on disclosure or use from a third party where such third party has a lawful right to make such disclosure;
5. the Confidential Information is required to be disclosed by the Recipient by law, court order or other legal or regulatory requirement provided that the Recipient shall notify the Disclosing Party of the requirement for disclosure; or
6. the Provider and the Client agree in writing that the information is not confidential.

1. the Disclosing Party’s written request; or
2. the termination or expiration of these Terms for any reason,

without limiting any other obligations of the Recipient under these Terms, the Recipient must return or, at the Disclosing Party’s direction, destroy all Confidential Information of the Disclosing Party in its possession.