Local SEO Terms of Service

Professional Fees

The Customer subscribes to the WebRefresh Business SEO package at $1,500 AUD EX GST per month for a minimum of one month(s) from service start date, being the date of purchase.

Any additional costs related to supporting the implementation of WebRefresh’s recommendations are to be borne by the customer, for example, domain purchases, website development and copywriting.

Invoicing

WebRefresh will invoice the Customer on a monthly basis for the duration of this Agreement for Services to be provided in the forthcoming month. Prompt payment by the Customer is required within 7 days of the date of the invoice.

Term

This Agreement has an initial term of one month(s) and will continue on a month to month basis after the initial term until terminated by either party. It may be terminated by either party after providing 30 days written notice to the other, if the other party breaches any material obligation provided in this Agreement and the breaching party fails to cure such breach within thirty (30) days of receipt of notice from the other party requiring the breach to be remedied.

This Agreement may be terminated by WebRefresh (i) immediately if the Customer fails to pay any monies due within the required time frame; or (ii) if the Customer fails to co-operate with or hinders WebRefresh’s ability to perform the Services.

If this agreement is terminated within the initial minimum one (1) month time period from the date of service start date, early termination fees may apply (see clause 13).

Customer’s Responsibilities

In order for WebRefresh to provide the Services, the Customer must:

+ Provide WebRefresh with FTP and content management system access to its websites and social media accounts for uploading new pages, and making changes for the purpose of providing the Services or approval to go through a third party.

+ Authorise WebRefresh to use of all the Customer's logos, trademarks, website images, etc. for use in creating informational pages and any other uses as necessary to provide the Services.

+ If the Customer's website(s) is light in textual content, provide additional relevant text content in electronic format for the purpose of creating additional web pages and the Customer agrees to provide content, for example 700 to 2,000 word "articles" about each of the Keyword Phrases.

Customer’s Acknowledgements

The Customer understands, acknowledges and agrees that:

+ WebRefresh has no control over the policies of search engines or directories with respect to the type of sites and/or content that they accept now or in the future.

+ the Customer's website(s) may be excluded from any search engine or directory at any time at the sole discretion of the search engine or directory entity and that WebRefresh has no control over this, nor does it make any representation or warranty about it.

+ if this occurs, WebRefresh will resubmit those pages that have been dropped from the index, but disclaims that (i) some search engines and directories may take as long as two (2) to four (4) months, and in some cases longer, after submission to relist the website(s), (ii) occasionally, search engines and directories will stop accepting submissions for an indefinite period of time, (iii) occasionally, search engines and directories will drop listings for no apparent or predictable reason and that often listings will "reappear" without any additional submissions and (iv) some search engines and directories offer expedited listing services for a fee and that the payment of such fee, if required, will be made by the Customer.

Customer’s Representations

The Customer makes the following representations and warranties for the benefit of WebRefresh:

+ the Customer warrants that any elements of text, graphics, photos, designs, trademarks, or other artwork provided to WebRefresh for inclusion in the Campaign Assets are owned by the Customer, or that the Customer has received explicit permission from the rightful owner(s) to use each of the elements, and will hold harmless, protect, and defend WebRefresh and its subcontractors from any liability or suit arising from the use of such elements.

+ the Customer agrees that it is solely responsible for complying with any laws, taxes, duties and tariffs, and will hold harmless, protect, and defend WebRefresh and its subcontractors from any claim, suit, penalty, tax, or tariff arising from the Customer's use of the Campaign Assets.

Website Changes

WebRefresh is not responsible for changes made to the Customer's website(s) by other parties that adversely affect the search engine or directory rankings of Customer's website(s).

Additional Services

Additional services outside the scope of the Services may be provided by WebRefresh at the rate of $120 AUD per hour. WebRefresh will charge additional fees if the Customer does anything to overwrite the Services provided and if work needs to be re-done. Further, the Customer will be charged an additional fee for re-constructing meta-tags, keywords, content, etc based on the hourly rate of $120AUD per hour. WebRefresh agrees to notify the Customer of these additional charges prior to commencing work.

Indemnification

The Customer shall indemnify and hold harmless WebRefresh (and its subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees) from any and all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable legal fees and all related costs and expenses) incurred by WebRefresh as a result of any claim, judgment, or adjudication against WebRefresh related to or arising from (a) any photographs, illustrations, graphics, audio clips, video clips, text, data or any other information, content, display, or material (whether written, graphic, sound, or otherwise) provided by the Customer to WebRefresh (Customer Content), or (b) a claim that WebRefresh’s use of the Customer Content infringes the intellectual property rights of a third party. To qualify for such defence and payment, WebRefresh must: (i) give the Customer prompt written notice of a claim; and (ii) allow the Customer to control, and fully co-operate with the Customer in, the defence and all related negotiations.

Disclaimer of Warranties

WebRefresh does not warrant that the Services will meet the Customer's expectations or requirements. The entire risk as to the quality and performance remains with the Customer. Except as otherwise specified in this Agreement, WebRefresh provides its services "as is" and without warranty of any kind. The parties agree that (a) the limited warranties set out in this Agreement are the sole and exclusive warranties provided by each party, and (b) each party disclaims all other warranties, express or implied, including but not limited to, the implied warranties of merchantability and fitness for a particular purpose, relating to this Agreement, performance or inability to perform under this Agreement, the content, and each party's computing and distribution system. If any provision of this Agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions.

Limited Liability

In no event shall WebRefresh be liable to the Customer for any indirect, special, exemplary or consequential damages, including any implied warranty of merchantability or fitness for a particular purpose or implied warranties arising from course of dealing or course of performance, lost profits, whether or not foreseeable or alleged to be based on breach of warranty, contract, negligence or strict liability, arising under this agreement, loss of data, or any performance under this Agreement, even if such party has been advised of the possibility of such damages and notwithstanding the failure of essential purpose of any limited remedy provided herein. There shall be no refunds for any reason whatsoever. WebRefresh makes no warranty of any kind, whether express or implied, with regard to any third party products, third party content or any software, equipment, or hardware obtained from third parties.

General Terms

1. FORCE MAJEURE: Neither party will be liable for, or will be considered to be in breach of or default under this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any causes or conditions that are beyond such party's reasonable control and that such party is unable to overcome through the exercise of commercially reasonable diligence. If any force majeure event occurs, the affected party will give prompt written notice to the other party and will use commercially reasonable efforts to minimise the impact of the event.

2. RELATIONSHIP OF PARTIES: WebRefresh, in providing the Services, shall be deemed an independent contractor and nothing contained in this Agreement shall constitute this arrangement to be employment, a joint venture, or a partnership. The Customer does not undertake by this Agreement or otherwise to perform any obligation of WebRefresh, whether by regulation or contract. In no way is WebRefresh to be construed as the agent or to be acting as the agent of the Customer in any respect.

3. NOTICE: Any notice required to be given under this Agreement shall be in writing and delivered to the other designated party at the addresses listed in this Agreement or by email addresses used by either party.

4. ASSIGNABILITY: The Customer may not assign this Agreement or the rights and obligations in this Agreement to any third party without the prior express written approval of WebRefresh. WebRefresh reserves the right to assign subcontractors as needed to ensure timely completion.

5. SEVERABILITY: If any term, clause or provision in this Agreement is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other term, clause or provision and such invalid term, clause or provision shall be deemed to be severed from the Agreement.

6. ENTIRE AGREEMENT: This Agreement constitutes the entire understanding of the parties, and revokes and supersedes all prior agreements between the parties and is intended as a final expression of their Agreement.

7. AMENDMENTS: This Agreement shall not be modified or amended except in writing signed by the parties and specifically referring to this Agreement. This Agreement shall take precedence over any other documents which may conflict with this Agreement.

8. DISPUTE RESOLUTION: The parties shall make a good-faith effort to resolve any disagreement arising out of, or in connection with, this Agreement through negotiation.

9. GOVERNING LAW: The parties agree to be bound by the laws of New South Wales and submit to the non-exclusive jurisdiction of the courts of New South Wales. They further agree that this Agreement is to be interpreted in accordance with the laws of New South Wales and that any dispute relating to this Agreement must be heard in the courts of New South Wales.

10. READ AND UNDERSTOOD: Each party acknowledges that it has read and understands this Agreement and agrees to be bound by its terms and conditions. Each party agrees that it has had the opportunity to obtain independent legal advice as to this Agreement and that a decision not to obtain such advice does not absolve them in any way whatsoever of their obligations.

11. DULY EXECUTED: Each party warrants that their representative whose signature appears on this Agreement is duly authorised by all necessary and appropriate corporate actions to execute this Agreement.

12. AGREE AND ACKNOWLEDGE: By signing below you agree that you acknowledge and understand the information in this document and agree to signing up for a minimum of one month(s) of SEO Services starting from the service start date.

13. CANCELLATION: The SEO Service will continue to operate on a month by month basis until cancellation is requested in writing. You agree to provide a minimum of 30 days written notice requesting service cancellation if cancellation is required.