Definitions: This tells you what the Words and Acronyms mean..
Supplier: Refers to ProTrade Australia Pty Ltd Trading As OptiMax®.
Client: Means the person, business or company addressed in the proposal document; or otherwise and also known as the customer.
Contract: Means the general agreement or quote for the supply of services^ made between the supplier and the client, and includes these terms and conditions herein; including any description of works*.
^Services: Refers to the suppliers work/product such as any subscriptions (EG: directories), ^^link-setting, social media activity, on-(web/internet) page programming etcetera that is contracted to be provided by the supplier to promote ranking in search engines and social media indexes.
SEO: Means Search Engine Optimisation, also used in reference to the suppliers services^ and also serves as a description of the supplier’s works*.
Target Pages: Are the web (Internet) pages named-address (location on the world- wide-web) that has been agreed on between both parties, that will be optimised to improve rankings in the search engines organic index. These target pages are aligned with niches, and those niches keyword groups are pre-agreed upon between both parties.
*Supplier’s Works: The supplier’s works is the description of services^ to be provided, such as optimisation of the agreed target pages (in search engine indexes), niche categories and key-words and key-phrases agreed upon by the parties.
^^Links: Herein referred to as a link is a ‘cyber-bridge’ as such, directing web- traffic (including humans and software-robots) from one page on the internet to another causing that traffic to become able to find and access the recipient page.
Contractual Agreement Conditions:
Find out about whether our agreement features a cooling off..
Amendment A. (Cooling Off – There is no cooling off period unless previously expressly agreed with a ProTrade Australia Company Director in writing.)
A. Refund of Deposit
Amendment B. (Deposit – Any deposit is non-refundable unless previously expressly agreed with a ProTrade Australia Company Director in writing)
2. Cancellation Policies:
Hardship: If your business begins to suffer financially, then we can try to help you..
a. Discontinuation of the clients business, due to hardship: Consideration and support will be offered to clients that are able to prove a considerable change of conditions that has caused their business serious financial hardship or closure (after the initial compulsory 3-month period*). In this case the supplier would consider some supporting options for the client, such as payment extensions or contractual cancellation.
Compassionate Grounds: If you have suffered a personal human loss, then we will try to help you..
b. Compassionate Grounds: Consideration for cancellation would also be offered on compassionate grounds, in such event as loss of a life within either the clients family or business.
If you want to sell your business then make sure you pass-on your marketing commitments to the new owner..
c. Change of clients business ownership; sale of the business: Sale of the clients business does not provide acceptable grounds for cancellation. Honouring ongoing marketing commitment is something that should be undertaken within your sale-of-business negotiations.
If you simply change your mind about your marketing plan then thats not grounds for cancellation..
d. Change of marketing plan: Change of direction within your companies marketing strategy is not considered an acceptable ground for a cancellation, and consideration of cancellation will not be granted in any such case.
We require at least 120 days fulfillment of our 12-month commitment..
e. *Minimum term: Completion of a minimum 120 days (of supplier works and client payments) to the contract/program is herein contractually mandatory in any case. This is not dependent on the length of the SEO contract/program entered into.
If you wish to apply for cancellation then you need to do that in writing..
f. Written request for cancellation: Minimum 30 days written request for cancellation is required for the suppliers consideration in any event.
If your campaign results start to fly early, then we won't stop..!
g. No grounds for cancellation on ‘momentum’ campaigns: When a campaign is making good progress or better than predicted (in the suppliers professional opinion) at any month/stage of the contract, and despite this fact the client decides to pursue cancellation without a sensical reason, the clients application for cancellation would normally not be granted; other than for compassionate reasons or as such described in clause 2.e of this contract.
Cancellation does NOT apply to any Package involving Web Development undertaken with SEO.
h. When proceeding with website development at the 50% discount â€” whether paid separately or in instalments, there is a strict no cancellation policy for SEO campaigns. All these packages are legally binding 12 month contracts â€” and OptiMAX reserves the right to retain all website assets and control hosting for the period of the campaign.
Birthday Promotion: If you take advantage of OptiMAX 13th Birthday Promotion then you are committed to 120 Days.
i. Minimum term: Completion of a minimum 120 days (of supplier works and client payments) to the contract/program is herein contractually mandatory in any case. One of the four months are waived for client payment — the client is only required to pay three months of payments out of four. In addition to this, the client has the right to have $100 of Google Adwords set up complimentary by the supplier. (this $100 does NOT use the monthly payment from the client)
3. Target Web-Page/s Access:
We need to be given access to your website in order to do some of the work..
Target Web-Page/s Access: Provision of security-pass access to website via FTP (File Transfer Protocol) or CMS (Customer Management System) or similar, is a contractual prerequisite that the client must arrange to provide to the supplier.
a. Third party interference: If provision of this access is refused by the clients website host, developer (or similar) then obtaining this access does not then become the responsibility of the supplier.
The supplier being unable to access passwords does not make grounds for cancellation. Rather, it is a condition of this agreement that the client provides the supplier such access in order for the supplier to execute the work agreed upon.
The supplier does not accept responsibility or cost (including if the supplier is unable to proceed with works) for delay to the campaign progress in any such case. A delay of the clients provision of access of more than 30 days from execution of this agreement, will effect that the supplier then becomes non-subjective to the 6 month- stage client application for cancelation based on clause 2g. of this agreement.
Compromise: In some cases of agreed cooperation from the third party with the supplier, an agreement can be reached wherein the third party will agree to promptly upload the work provided by the supplier. The supplier does not accept any responsibility for paying financial charges produced by the third party for undertaking such work.
4. Target Page/Pages Text Content:
We must be sure your web-pages have high-quality content to compliment our high quality links..
a. Minimum quantity and quality text-content: During negotiation of the sales agreement the quantity and the quality of the clients text (written) content that is to be provided by the client for hosting on the target pages, is agreed on and documented; if the provision of content is not forthcoming from the client within the agreed or a reasonable time-frame, and this (in the suppliers opinion) is causing the suppliers works to become hindered or ineffective, then this will effect that the supplier becomes non-subject to the 6-month stage application for cancelation described in clause 2g.
We want to check any new content is also up to our standards..
b. Client uploading non-approved text-content:
Clients who have made a prior agreement with the supplier to manage their own additions or changes to target-pages content, agree to work co-operatively with the supplier to ensure all content is approved to the suppliers standards.
Any unapproved and/or substandard content that the client uploads to target pages (For example: plagiarized or heavily unweighted key-word/phrase content deemed unsuitable by the supplier) that could cause the suppliers work to become ineffective, then this will effect that the supplier will no longer be subject to the 6 month stage application for cancelation described in clause 2g.
The client must continue the regular payments despite the hindrance of the ranking progress during rectification works, and may furthermore be subjected to remedial work charges from the supplier.
5. Client Payment Arrears:
Keep up your payments, so we can keep up your SEO..
Keep up your payments, so we can keep up your SEO..
If the client falls behind in payments without prior arrangements being made with the supplier, the supplier then reserves the right to slow or postpone works; this in essence can cause slower than recommended supplier services and disrupted and/or unnatural link-pace. If such occurs then this will effect will effect that the supplier will no longer be subject to the 6 month stage application for cancelation described in Clause 2g.
6. Digital Security and Confidentiality; Website Cyber Hacking:
Make sure your website is secure from hackers.. Its not our fault if its not..!
The supplier undertakes to keeping highly confidential and secure any digital password accesses. Such access shared from the client to the supplier will not be shared or passed onto any other party or person outside of the suppliers business organisation; and will not be used for any reason other than what is agreed upon in the suppliers description of works.
The supplier does not accept responsibility for the security of the clients website. It is the clients sole responsibility to ensure their own security.
If the website is not secure and becomes a subject of cyber-hacking, then this will effect that the supplier will no longer be subject to the 6 month stage application for cancelation described in clause 2g.
7. SEO Supplier Exclusivity:
You can only use one SEO company at a time in order for good work to be effective..
You can only use one SEO company at a time in order for good work to be effective..
It is a condition of this agreement that the supplier requires to be engaged as the clients sole exclusive organic search marketing company during the period of the agreement and marketing campaign.
Using other SEO providers (or ones-self, the client performing SEO) in conjunction with the supplier, whether that be for on-(target) page programming or off-page inbound link building, would cause the clients breach of this contractual agreement.
This would mean the client must continue regular agreed payments during rectification, and furthermore may be subjected to remedial work charges by the supplier. Furthermore if such occurs then this will effect that the supplier would no longer be subject to the 6-month stage application for cancelation described in clause 2g.
Don't try this at home.. tricking Google by using multiple sites..!
Running of Secondary sites (other websites for the same business/organisation or niche), or mirror/duplicate or similar sites as such that are unknown to the supplier would put the client in breach of this contract.
Duplicate, mirror or similar multiple sites makes it almost certain that Google will remove both the primary and secondary site/s from its index.
If before or upon outset of the campaign/agreement-term the client does not provide such information attaining to other websites, and this (in the suppliers opinion) causes any delays or problems to/with the campaign progress, then the client must continue regular agreed payments during rectification.
Such as this may make the client become subjected to remedial work charges by the supplier; this will effect that the supplier would no longer be subject to the 6-month stage application for cancelation described in clause 2g.
9. Donor Link to the Clients Website – Removal Policy:
Both link placement and link removal can Optimise your website position.. we decide when..
It remains the right of the supplier to remove or disavow any links that have been created directing to the clients target pages, without consulting with the client. It remains at the suppliers discretion in any event to continue to serve links, or not to serve links.
10. The Clients Financial Commitment:
You commit to paying us for doing this work for you..
Unless otherwise stipulated in this contract or otherwise agreed, the client must pay all monies owing as per the contract. The Supplier may cancel or suspend the performance of its obligations under the contract (without any liability to the client) if at any time the client defaults in respect of any of its payment obligations.
The client agrees not to cancel any direct debit authority (or unless expressly agreed – with in writing from the supplier) unless and until it has paid to the supplier in full all amounts due and payable to the supplier under the contract.
Client default: If the client defaults in making any payment to the supplier in accordance with the contract, the client agrees to:
On demand, reimburse the supplier all reasonable debt collection fees and commissions disbursements and legal costs (on an indemnity basis) incurred or payable by the supplier as a direct or indirect consequence of such default.
11. Payment agreements from Trust Accounts:
If you are paying us from a Trust Account..
If the client orders goods or services in its capacity as trustee of a trust; the client warrants that it has full power and authority to accept goods and/or services under the contract for the benefit of the trust. Warrants that its right of indemnity against the trust property is unrestricted and will not be adversely affected by the contract, agrees that it will be bound by the contract both personally and in its capacity as trustee of the trust acknowledges that its liability for indebtedness incurred while a trustee will apply even if it ceases to be trustee of the trust for any reason: and acknowledges that its liability will not be limited to the assets of the trust.
12. Waiver or Relaxation Authority:
If you want a waiver of relaxation, you can ask..
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 contract will be binding on the Supplier unless in writing and signed on by a company Director. Any such waiver or relaxation shall be limited to the term or condition and occasion in question.
13. Governed by Queensland Law:
We are a Brisbane company governed by Queensland law..
These terms and conditions shall be governed by and construed in accordance with the law in force for the time being in the State of Queensland and the parties submit to the exclusive jurisdiction of the Courts of that State.
14. Debt Recovery Assistance:
If you don't pay or make an arrangement to pay, then we will use a collection service and you will pay them..
The Supplier may, at the cost of the client engage the services of a debt recovery agency to assist it, if payment is more than 30 days late.
If something goes wrong at Google we won't be held responsible, but we will fix it for you..!
Not in any event will the supplier accept liability for consequential loss claimed and the supplier’s liability will be limited in all circumstances to:
a. The repair or replacement of the services (at the option of the supplier); and supplying the services again.
b. Give the supplier written notice of any matter by virtue of which the client alleges that the goods or services are not in accordance with the contract; and
c. Make payment of any due amount of monies. The supplier shall have no obligation to rectify or replace any goods or services not in accordance with the contract where notice is not given by the client within seven days after the date of provision.
d. The supplier cannot be held responsible for any loss of rankings or negative movement as a direct result of a Google algorithmic update and any guarantees are null and void.
At the end of the first Campaign Period.
We will automatically renew your Campaign for the same time period as the first Campaign Period. We will continue to deduct the same monthly fee (even though prices would of increased) from the debit/credit card or bank account you have assigned to your account. This process will continue for each of the same Campaign Periods until you tell us in writing that you want to cancel the SEO Service. Same policy applies; 30 days written notice is mandatory. You must provide us with accurate and complete billing information and you must keep this information up to date – for example if your credit card expires or bank accounts change, you must inform us. We can send you an invoice at anytime upon request.