This SEO Service Agreement (“Agreement”) is by and between Provantia Pty Ltd t/as Online Business Builders (“We”, “Us” or “Our”) and you, and your heirs, assigns, agents and contractors (collectively, “You”, “Your” or “Client”) and is made effective as of the date of execution.
This Agreement sets forth the terms and conditions of Your use of Online Business Builders´ search engine optimisation service (“SEO Service or Service”) as set out in Our Proposal to You, and represents the entire Agreement between You and Online Business Builders concerning the subject matter hereof.
By using Our SEO Service, You acknowledge and agree that You have read, understood, acknowledged and agreed to be bound by all the terms and conditions of this Agreement, along with any new, different or additional terms, conditions or policies, including, but not limited to, the Universal Terms of Service that Online Business Builders may establish from time to time.
The SEO Service
We currently provide the SEO Service to Our customers on a monthly subscription model based on the level of support and on-going optimisation that is required. Our SEO Service that is aimed, but not guaranteed, to increase non-paid Google traffic to your website, however, You agree to abide by the terms and conditions set forth herein and in each of Our policies and procedures, as may be amended by Us from time to time.
The SEO Service is not guaranteed but will be performed to the best of Our knowledge and ability.
The work we do is aimed at increasing visibility and boosting non-paid traffic from Google. It is not possible to give a 100% guarantee for any specific result on any search engine, nor can We quantify the level of increased traffic or sales, resulting from the SEO campaign.
The SEO Service deliverables are to improve Your non-paid Google traffic. It may not be possible to improve rankings on certain keyword phrases and we do not target specific keyword phrases. Our SEO Services fall into these main categories:
1. SEO audits, tracking and reporting
2. One site and on page optimisation to improve your website for presentation to search engines
3. Link building
4. Social SEO
We may offer all or some of these as part of our SEO Service to you as outlined in Your Proposal.
The Social SEO process takes at least 3-6 months to show some significant effect. Achieving stable increased organic traffic can take up to 6-12 months.
SEO reporting will be commenced 1 month after the start date of the campaign and performed once per month unless otherwise agreed by the client.
Impact Of Other SEO Work
Any SEO work that Online Business Builders undertakes may be detrimentally affected if You in the past or currently done any activity that is in contravention of Google’s search engine terms (such as but not limited to):
- Employed the services of a search engine submission company during the same period, or
- Created any duplicate sites, duplicate content or pages, redirects or doorway pages, or
- Requested or exchanged links with link farms or undertaken any spamming techniques which may harm the website’s ranking with Google, or
- Attempted to use any SEO techniques, whether allowed by Google or not, to attempt to increase the SEO ranking of the site, or
- Any other additional SEO or SEO related activity.
We can help you rectify these at our normal hourly rate of $110/hour.
Changes To Website(s)
We are not responsible for changes made to The Customer’s website(s) by other parties that adversely affect the search engine or directory rankings of our website(s). If You choose to use a third party for additional web design or additional services that may or can affect the site’s performance, We can not be held liable for such changes, and any re-work that may be needed will be provided in a quote, presented to the Customer for approval before any work is to commence.
You understand, acknowledge and agree that We have 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.
Your 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. We can resubmit those pages that have been dropped from the index.
Some search engines and directories may take as long as two (2) to six (6) months, and in some cases longer, after submission to list Your website(s). Occasionally, search engines and directories will stop accepting submissions for an indefinite period of time.
Occasionally, search engines and directories will drop listings for no apparent or predictable reason. Often listing will “reappear” without any additional submissions. Should the listing not reappear, We will re-submit the web site(s) based on the current policies of the search engine or directory in question.
You agree that search engine and/or directory sites change and/or modify the listing criteria and methods they decide to “rank” a website by. You agree that this can sometimes be unpredictable, and may cause the Your website(s) to disappear from listings. You agree that We will give our “best effort” to abide by the search engines and their best practices, but We cannot be held financially liable for any damages, losses or other litigation from the You due to ranking and positioning as the We do not control how the search engine provider and/or directory sites rank sites.
Fees and Payment
Fees will be billed in advance on a Monthly cycle in your selected currency (Australian dollar) for Services. The fee(s) must be received prior to the start of any SEO Services.The Fees are based on the volume package you select and any excess fees from the previous billing cycle.
You are responsible for reviewing the Fee Schedule from time to time and remaining aware of the Fees charged by Us.
The Fee Schedule, for both standard subscriptions and excess fees, is subject to change at any time at Online Business Builders’ discretion. Online Business Builders will notify you in writing prior to the effectiveness of any change to the fee schedule. In many cases, existing subscribers will be able to retain current pricing for 12 months, but that is also at Our sole discretion.
You further agree that, in the event of any termination of this agreement or the Proposal by You, any outstanding invoices that have not been paid must be paid within14 business days. If You cancel the Service part way through a month that they have paid for, You agrees that no refund is payable for the month.
If You pay more than one month in advance, any credits You have are refundable.
We are authorised to deduct any amounts remaining due from You from any refunds/credits and to charge Your credit card or direct debit account or any other payment mechanism for any amounts owed within the terms of this agreement and the Proposal.
If You choose to pay on invoice, You must make sure You pay the invoices provided by Us on the payment due date, or within 14 days of receiving the invoice (whichever is due last).
Where Search Engines require subscriptions in order to be registered these costs are the responsibility of the client unless otherwise stated in writing in the agreement or as published as part of the campaign that has been purchased. Where registration fees are required We will register the Your URL with the directories used by the major search engines. The client will be responsible for these fees unless stated in writing in the agreement or as published as part of the campaign that has been purchased.
Unless otherwise specified elsewhere, You may terminate this Agreement at any time by providing 30 days notice in writing, however, the minimum period this agreement can run is 3 months. There are no refunds for any fees paid and You are responsible to pay the total amount of fees due over the minimum 3 month period.
The minimum cost of this agreement is the stated Setup Fee (if any) plus 3 X Monthly Fees. Termination will only be effective 30 days after receipt of your cancellation. If the monthly anniversary falls within the 30 day notice period, the next monthly fee will be due in full, as the agreement can only cease at midnight the day before the monthly anniversary. Unless advised in writing this agreement, the Service and the fees will continue indefinitely.
We may terminate this Agreement or the Services, or disable your account, in each case at any time with or without cause, and with or without notice. Online Business Builders shall have no liability to you or any third party because of such termination or action.
Warranty Disclaimer; Remedies
Use of the Services and any reliance by you upon the Services, including any action taken by you because of such use or reliance, is at your sole risk. We do not warrant that the Services will be uninterrupted or error-free; nor do We make any warranty as to the results that may be obtained from the use of the Services. The Services are provided “as is” and Online Business Builders disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose and noninfringement.
Your exclusive and sole remedy for any failure or non-performance of the Services shall be for Online Business Builders to use commercially reasonable efforts to adjust or repair the Services.
Limitation of Liability
To the maximum extent permitted by law, under no circumstances and under no legal theory, tort, contract, or otherwise, shall Online Business Builders or any of its underlying service providers, business partners, information providers, licensors, officers, directors, account providers, employees, distributors or agents (collectively referred to for purposes of this section as “Online Business Builders”) be liable to you or any other person for any money damages, whether direct, indirect, special, incidental, cover, reliance or consequential damages, even if Online Business Builders shall have been informed of the possibility of such damages, or for any claim by any other party.
In the event that notwithstanding the foregoing, Online Business Builders is found liable to you for damages from any cause whatsoever, and regardless of the form of the action (whether in contract, tort (including negligence), product liability or otherwise), the liability of Online Business Builders to you will be limited to the amount you paid for the Services. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so this limitation and exclusion may not apply to you.
Except as expressly stated elsewhere in this Agreement, this Agreement does not grant You any rights in the SEO Service and all rights are reserved by Online Business Builders. You acknowledge and agree that the SEO Service and procedure, the names and logos of Online Business Builders and all related product and service names, are the sole and exclusive property of Online Business Builders and its affiliates.
The parties agree to hold each other’s Proprietary or Confidential Information in strict confidence. “Proprietary or Confidential Information” shall include, but is not limited to, written or oral contracts, trade secrets, know-how, business methods, business policies, memoranda, reports, records, computer retained information, notes, or financial information.
Proprietary or Confidential Information shall not include any information which: (i) is or becomes generally known to the public by any means other than a breach of the obligations of the receiving party; (ii) was previously known to the receiving party or rightly received by the receiving party from a third party; (iii) is independently developed by the receiving party; or (iv) is subject to disclosure under court order or other lawful process.
The parties agree not to make each other’s Proprietary or Confidential Information available in any form to any third party or to use each other’s Proprietary or Confidential Information for any purpose other than as specified in this Agreement. Each party’s proprietary or confidential information shall remain the sole and exclusive property of that party.
The parties agree that in the event of use or disclosure by the other party other than as specifically provided for in this Agreement, the non-disclosing party may be entitled to equitable relief. Notwithstanding termination or expiration of this Agreement, We and You acknowledge and agree that their obligations of confidentiality with respect to Proprietary or Confidential Information shall continue in effect for a total period of three (3) years from the effective date.
You agree to give Us the following access and that should such access not be granted, We will not be held responsible for meeting any agreed upon targets.
- You grant authority to submit the website pages being promoted to search engines and directories.
- Online Business Builders will have the ability to optimise the structure and content of your web pages. Such changes generally have a minimal visual impact. Online Business Builders will work directly with You in order to maintain the original look and feel of your website.
- You must inform webmasters or anyone else who has access to the Website that Online Business Builders are performing SEO Services on the site.
- You must allow implementation of all optimisation strategies on Your website.
- You are responsible for ensuring that your website is always active and accessible.
- You authorise Us use of all Your logos, trademarks, Website images, text, data, etc., for use in creating informational pages and any other uses as deemed necessary by Us for delivery of The Service.
If Your site is lacking in textual content, you will provide additional text content in electronic format for the purpose of creating additional or richer web pages. Online Business Builders can create site content at an additional cost to You. If You are interested in purchasing content from, please contact us for a cost estimate.
We may provide hosting advice and will not be held liable for not achieving agreed upon goals in the event that such advice is not taken.
You agree that Your website is not hosted on free web space using domain forwarding (either framed or otherwise).
In cases where there is either concern that the current hosting IP address may be part of a ‘bad neighbourhood’ or for reasons of optimisation, Online Business Builders may request the client to change hosting provider.
We cannot be held responsible for problems or additional costs arising due to any errors made by third parties, or failure to maintain a current copy of your own website.
Responsibilities and Restrictions
The Services may only be used for lawful purposes. Transmission or solicitation of any material that violates Australian federal, state or other laws that may apply in this jurisdiction or your local area is prohibited.
Mediation and Arbitration
All claims, disputes, and controversies arising out of or in relation to the performance, interpretation, application, or enforcement of this Agreement, including but not limited to the breach thereof, shall be referred to mediation before, and as a condition precedent to, the initiation of any adjudicative action or proceeding. The Parties agree to participate in the mediation in accordance with the mediation provisions of the Commercial Arbitration Act 1984 (NSW) or any re-enactment or statutory modification of that law for the time being in force. Parties agree to share equally in the costs of the mediation.
We, in consultation with You, will determine the methods, details and means of performing the work to be carried out for You. In addition, You shall be entitled to exercise a broad general power of supervision and control over the results of work performed by Us to ensure satisfactory performance through the intervention of a pre-assigned Account Manager. This power of supervision shall include the right to inspect, stop work, make suggestions or recommendations as to the details of work, and request modifications to the scope of the work.
Interest on overdue accounts shall accrue from the date when payment becomes due daily until the date of payment at a rate of 5% per calendar month and shall accrue at such a rate after as well as before any judgement.
If You default in the payment of any invoice when due, the You will indemnify Online Business Builders from and against all of Our costs and disbursements including on a solicitor and own client basis and in addition all costs of collection.
Without prejudice to any other remedies Online Business Builders may have, if at any time You are in breach of any obligation (including those relating to payment), We may suspend or terminate the supply of Services and any of Our other obligations under the terms and conditions. We will not be liable to You for any loss or damage You suffer because We exercised Our rights under this clause.
If any account remains unpaid by the next monthly anniversary after the supply of the goods or services the following shall apply: An immediate amount of $50.00 shall be levied for administration fees (at our discretion) which sum shall become immediately due and payable.
In the event that:
- any money payable to Us becomes overdue, or in Our opinion, You will be unable to meet payments as they fall due; or
- You become insolvent, convene a meeting with your creditors or proposes or enters into an arrangement with creditors, or makes an assignment for the benefit of its creditors; or
- a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of You or any asset of You; then We shall be entitled to cancel all or any part of any order from You which remains unperformed in addition to and without prejudice to any other remedies; and
- all amounts owing to Online Business Builders shall, whether or not due under these terms and conditions, and Online Business Builders may take any lawful steps to require payment of the amounts due and the total minimum amount due under this agreement.
Online Business Builders can issue proceedings to recover the minimum amount due under this agreement notwithstanding that ownership of the Goods may not have passed to You.
This Agreement shall be governed in accordance with the laws of the State of New South Wales, Australia. All disputes under this Agreement shall be resolved by litigation in the courts of the State of New South Wales including the federal courts therein and the Parties all consent to the jurisdiction of such courts, agree to accept service of process by mail, and hereby waive any jurisdictional or venue defences otherwise available to it.
Read And Understood
Each Party acknowledges that it has read and understands this Agreement and agrees to be bound by its terms and conditions.
Duly Authorised Representative
Each Party warrants that their representative whose signature appears below is duly authorized by all necessary and appropriate corporate actions to execute this Agreement.
Agreement Binding On Successors
The provisions of the Agreement shall be binding upon and shall inure to the benefit of the Parties hereto, their heirs, administrators, successors and assigns.
The Customer may not assign this Agreement or the rights and obligations thereunder to any third party without the prior express written approval of The Service Provider. The Service Provider reserves the right to assign subcontractors as needed to this project to ensure on-time completion.
No waiver by either party of any default shall be deemed as a waiver of prior or subsequent default of the same of other provisions of this Agreement.