Search Engine Marketing Service
Date: March 2014
Terms and Conditions
These are the standard terms and conditions of supply of the Melbourne IT website search engine optimisation services ("Online Marketing Services") offered from time to time on Melbourne IT's web site at http://www.melbourneit.com.au/ ("Melbourne IT Web Site") and/or the Proposal (as defined in clause 1.1.2 below)(the "Services", each individually a "Service").
Please read these terms and conditions carefully. It is a condition of your use of the Services that you ("you") comply with these terms and conditions.
1. Terms and Amendment Procedure
1.1 This agreement comprises, in order of priority, highest to lowest:
(a) our Universal Terms of Service ;
(b) the terms and conditions of this agreement; and
(c) the Melbourne IT Online Marketing Proposal ("Proposal").
1.2 This agreement commences on the date upon which Melbourne IT confirms to you by email or any other written medium that a Service has been commenced or activated ("Commencement Date").
1.3 Any reference in this agreement to Melbourne IT's "supplier" is a reference to any third party service provider of Melbourne IT (a "Supplier"), if and to the extent a Supplier is supplying any part of the Services to you on behalf of Melbourne IT.
2.1 The Services shall be provided to you from the Commencement Date for the minimum period specified in the Proposal, or, if no minimum period was specified, for 12 months from the Commencement Date. On expiry of the current Term, unless either party provides notice to the other 30 days prior to expiry, your contract will roll on a month to month basis.
2.2 Prior to or upon the Commencement Date, you and Melbourne IT shall agree on the key phrase or keyphrases (depending on the Services that you have elected to obtain from Melbourne IT) in respect of which Melbourne IT will provide the Services (as the context requires, depending on the Services that you have elected to obtain from Melbourne IT "Agreed Keyphrase/s").
2.3 You agree to provide Melbourne IT with any information, material, excerpts of or links from or to any content ("Your Web Site Information") on Your Web Site reasonably requested by Melbourne IT, to assist Melbourne IT with providing the Services to you.
3. Your Warranties
You warrant that:
3.1 you have not entered into this agreement or obtained any Services on the basis of, or in reliance on, any statement or representation (whether made orally or in writing and regardless of the medium used) made by either Melbourne IT or its Supplier concerning this agreement or any of the Services, other than any statement or representation contained in this agreement;
3.2 you are at least 18 years of age;
3.3 your use of the Services will not at the Commencement Date or thereafter, infringe the intellectual property or any other rights of Melbourne IT, its Supplier or any third party;
3.4 you have the right to provide us with Your Web Site Information, and, if applicable, FTP Access, with respect to Your Web Site;
3.5 you will not alter, and will procure that no other person alters, any element of the textual content, content structure, graphical content and/or source code of Your Web Site, at any time during the Service Period, without Melbourne IT's prior written consent;
3.6 neither Your Web Site nor any of the content of Your Web Site (including, without limitation, Your Products and Services (if applicable), Your Web Site Information, and if applicable, any Optimisation Changes implemented by Melbourne IT or, by you or anyone on behalf of you)(collectively, "Your Web Site Property") will infringe the intellectual property or any other rights of any third party;
3.7 Your Web Site and Your Web Site Property will at all times comply with all laws required to be complied with by you; and
3.8 Your Website and use of the Supplier services contemplated under this Agreement complies with all relevant policies of those third parties (for example, without limitation, you comply with the Google policies in relation to use of its AdWords service).
4. Our General Disclaimer of Warranties
4.1 Melbourne IT agrees to use all reasonable efforts to provide the Services to you. However, you acknowledge to, and agree with, Melbourne IT, that nothing in this agreement shall constitute an express or implied warranty or guarantee by any Relevant Party of either Melbourne IT or its Supplier:
(a) concerning the results or success that may be obtained from the use of the Services;
(b) concerning any increase in revenue, profit or goodwill that may be obtained as a consequence of you using the Services (including, for the avoidance of doubt, any increase in revenue, profit or goodwill in connection with any products and/or services that you may determine to offer for supply, or supply via your web site, the Internet or otherwise ("Your Products and Services"));
(c) as to the accuracy, reliability or content of any information services or merchandise contained in or provided through the Services, or, for the avoidance of doubt, any information provided by Melbourne IT or its Supplier in any advice, report or communication to you or any other party;
(d) that the provision of the Services will result in the ranking of Your Web Site improving; and/or
(e) that the provision of the Services will result in an increased amount of traffic or users to Your Web Site; and/or
(f) concerning any market conditions (whether favourable or not) that may be in existence at the Commencement Date will continue; and/or
(g) that the provision of the Services generally, or any software utilised by Melbourne IT to provide the Services, will not be subject to, or result in, either errors and/or delays.
4.2 You acknowledge that although Melbourne IT may suggest Optimisation Changes to you in connection with providing the Services, Melbourne IT cannot and does not, nor does any Relevant Party, take any responsibility for Your Web Site or Your Web Site Property. Accordingly, you agree that you shall at all times be solely responsible for Your Web Site and Your Web Site Property notwithstanding the provision of the Services to you by Melbourne IT or its Supplier.
4.3 Without limiting the above, you acknowledge that Melbourne IT's Services may require Melbourne IT to use, interface with or input information into Supplier's systems (including companies such as Google and Yahoo!) and you agree that Melbourne IT has no liability to the extent that the Supplier is unable to provide its services to you.
You will indemnify and defend Melbourne IT and its Supplier and all directors, officers, employees, and agents of Melbourne IT and its Supplier (each an "Indemnified Party") from and against any and all claims, damages, losses, liabilities, suits, actions, demands, proceedings (whether legal or administrative) and expenses (including but not limited to reasonable legal fees) incurred by any Indemnified Party arising out of, or directly or indirectly relating to:
5.1 Your Web Site; and/or
5.2 Your Web Site Property; and/or
5.3 Melbourne IT's role as your agent (and any action or inaction by Melbourne IT as part of that role); and/or
5.4 any breach of this agreement by you; and/or
5.5 the use of the Services by you.
Such claims shall include, but shall not be limited to, claims based upon trademark, service mark, trade name, copyright and patent infringement, trademark dilution, tortious interference with contract or prospective business relations, unfair competition, restrictive trade practices, misleading statement, misleading or deceptive conduct, breach of contract, defamation or injury to reputation, or other injuries or damage to business.
6. Intellectual Property
6.1 You acknowledge that all right, title and interest in any and all:
(a) technology, including the software;
(b) any documentation and material that is part of or provided with the Services; and
(c) any know-how, trademarks or service marks of Melbourne IT or its Supplier, (collectively, "Our Intellectual Property") is vested in Melbourne IT, its Supplier and/or the licensors of Melbourne IT or its Supplier (as the context requires).
6.2 Unless otherwise specifically provided in this agreement, you agree that you shall have no right, title, claims or interest in or to Our Intellectual Property.
6.3 You may not copy, modify or translate any of Our Intellectual Property or related documentation, or decompile, disassemble or reverse engineer any of Our Intellectual Property, to use it other than in connection with the Services, or grant any other person or entity the right to do so.
6.4 Unless otherwise specifically permitted by this agreement, you are not authorised to distribute or to authorise others to distribute any of Our Intellectual Property in any manner without the prior written consent of Melbourne IT and/or its Supplier (as the context requires); provided, however, that nothing in this clause 8.4 shall preclude you from using Our Intellectual Property as incorporated in the Services. This clause 8.4 shall not operate to extinguish, restrict, vary, waive or affect in any manner whatsoever any right, title or interest which you may now have or hereafter acquire in, or in relation to, the third-party software that is part of or provided with the Services solely to the extent such third-party licensors publicly provide such rights, title or interest in the third-party software to you.
7. Cancellation and Exit Fee
7.1 You may cancel the Services within four business days of the Commencement Date.
7.2 Where you have cancelled any Services pursuant to clause 13.1, and Melbourne IT will refund you for any other payments you have previously paid to Melbourne IT with respect to the Services and this agreement shall automatically terminate.
7.3 If you cancel the Service during the Term, you must pay to Melbourne IT the "Exit Fee" within 30 days of cancellation. The Exit Fee is calculated as follows:
Exit Fee =
Services Fee × Number of weeks remaining in Term
Total Number of weeks in the Initial Period
Specific Additional Terms
The following specific additional terms apply to the products indicated below.
See terms and conditions at http://www.melbourneit.com.au/policies/vap-termcond-otherservices.php
Search Engine Optimisation
1. You agree that Melbourne IT may from time to time during the Service Period, propose changes to any website owned or operated by you in respect of which the Services are being provided ("Your Web Site"), including, without limitation, to suggest adjustments to Your Web Site in the event that search engine algorithms change, and which Melbourne IT considers might assist you in improving the ranking of Your Web Site (each an "Optimisation Change", collectively, "Optimisation Changes").
2. You hereby authorise Melbourne IT to develop a link exchange program whereby links to and from Your Web Site, and other websites and/or industry guides and/or directories, are established, and you hereby appoint Melbourne IT as your agent for this purpose. Melbourne IT agrees to use all reasonable commercial endeavours to ensure that Melbourne IT does not insert links to and from Your Web Site to or from obscene, defamatory or sexually explicit websites and/or industry guides and/or directories.
3. Melbourne IT agrees that it will not, and will not recommend that you, cloak any pages or hide same colour content on same colour background or otherwise knowingly use spam methods in an attempt to improve the ranking of Your Web Site in connection with the provision of the Services.
4. The following paragraphs 5, 6, and 7 will only apply if the Proposal includes implementation by Melbourne IT. If the Proposal does not include implementation by Melbourne IT, Melbourne IT agrees to provide you with a Benchmark Report/s (as defined in paragraph 8 below) and Optimisation Change recommendations in writing in accordance with your Proposal.
5. If you agree to provide Melbourne IT with FTP (file transfer protocol) access ("FTP Access") to Your Web Site, Melbourne IT agrees not to make any Optimisation Changes to Your Web Site, without your prior written consent to such Optimisation Changes.
6. In addition to paragraph 3, if you agree to provide Melbourne IT with FTP Access to Your Web Site (but not otherwise), you expressly grant to Melbourne IT a licence to cache the file and content of Your Web Site, including data and content supplied by you and/or third parties, whether or not Your Web Site is hosted by Melbourne IT's Supplier. You agree that you shall be responsible for obtaining any agreements and/or consents required of any third party in connection with the grant of this licence to Melbourne IT. You also agree that any such caching is not an infringement of any of your intellectual property rights or any third party's intellectual property rights.
7. In the event that you do not agree to provide Melbourne IT with FTP Access, Melbourne IT agrees that any Optimisation Changes will be provided by Melbourne IT to you in writing.
8. Melbourne IT agrees to provide you with monthly written ranking reports with respect to the Agreed Keyphrase/s ("Benchmark Report").
9. All fees are non-refundable and payable in advance.
Search Engine Optimisation - KickStart and KickStart Expert
The object of Search Engine Optimisation - KickStart and KickStart Expert is to provide some initial advice in relation to Your Website based on agreed criteria.
KickStart - Melbourne IT will prepare a report based on examining Your Website against one reference Agreed Keyphrase plus Melbourne IT will submit your website to 5 Internet based directories selected by Melbourne IT.
KickStart Expert - Melbourne IT will prepare a report based on examining Your Website against one reference Agreed KeyPhrase plus Melbourne IT will submit your website to 5 Internet based directories selected by Melbourne IT plus Melbourne IT will provide 1 hour of consulting time to discuss search engine marketing and how it relates to your website performance.
Links High5 and Links High10
The object of Links High5 and Links High10 is for you to leverage Melbourne IT's experience in submission of websites to search engines and Internet based directories.
Links High5 - Melbourne IT will submit your site to Google, Yahoo! and MSN plus 5 Internet based directories selected by Melbourne IT.
Links High10 - Melbourne IT will submit your site to Google, Yahoo! and MSN plus 7 Internet based directories selected by Melbourne IT.
Pay-Per-Click Campaign Setup or Pay-Per-Click Management
The object of PPC Campaign Setup and PPC Management Setup is to:
Pay-Per-Click marketing services offered by Google and Yahoo!, using the experience of Melbourne IT to assist with the process.
PPC Campaign Setup and PPC Management Setup are provided as standard where you have purchased any of Melbourne IT's standard PPC services (as described at http://www.melbourneit.com.au/website-marketing/pay-per-click-advertising). Where you have purchased PPC Campaign Setup only, certain elements of these specific additional terms will not apply to you, as specified.
Prior to or upon the Commencement Date, you and Melbourne IT shall agree on:
There are a number of initial steps you also need to take to participate in a PPC campaign (which you may have already done) including adding any required code to your website (for example, for the purpose of tracking click through rates).
You appoint Melbourne IT as your agent for the purposes of:
You agree to provide Melbourne IT with Your Website Information as reasonably requested by Melbourne IT, to assist Melbourne IT with providing the Services to you. Where requested, you will also need to provide Melbourne IT with visitor statistics and webserver logs in order for Melbourne IT to help detect anomalies relevant to the Services under this Agreement.
In the event you have purchased PPC Campaign Setup only, and do not, within six (6) months from the earlier of the date on which the fees are paid to Melbourne IT or the Commencement Date, assist Melbourne IT and finalise the service, any fees paid will be forfeited and the service automatically terminated by Melbourne IT.
Melbourne IT will enter the information agreed with you into the Google or Yahoo! interface. You may terminate the service at any time by one (1) months prior written notice. Where you have only purchased PPC Campaign Management, Melbourne IT will enter the information agreed with you into the Google or Yahoo! interface and review the performance of that information for one (1) week. After that week, Melbourne IT will report to you the results of the campaign and Melbourne IT's obligations will terminate.
1. The object of High-End SEO is to increase the position of specific domain name(s) ("Target Domain(s)") on Google Australia’s search engine service (google.com.au) in respect of the target keywords identified by you ("Target Keywords"). To deliver the service, High-End SEO utilises backlinks from selected domain names chosen by Melbourne IT ("Backlink Domain(s)") to your Target Domain(s).
2. You must provide Melbourne IT with the Target Keywords and Target Domain(s) you select for the High-End SEO service. In respect of each Target Keyword, Melbourne IT or its Supplier will provide optimized content for publication on Backlink Domain(s). You may request optimised content for your Target Domains, and should Melbourne IT agree to the request, such optimised content will be provided at an additional cost (as agreed between Melbourne IT and you).
You must provide a URL for each Target Keyword. You must ensure that each URL has optimised content for the relevant Target Keyword, with such optimised content being in accordance with the guidance provided by Melbourne IT’s Supplier for that optimised content.
3. You authorise Melbourne IT and its Supplier to create and publish optimised content for (i) each Target Keyword on Backlink Domain(s), and (ii) where applicable, on Target Domain(s). Where you have provided any material for the purposes of the optimised content, you grant Melbourne IT and its Supplier a royalty-free, worldwide and irrevocable (for the term of the High-End SEO service) licence to use, reproduce, modify, edit, combine or otherwise and publish such materials for the purpose of providing the High-End SEO service. You agree that you are responsible for obtaining any agreements and/or consents required of any third parties in connection with the grant of this licence to Melbourne IT and its Supplier, and you warrant that any material provided by you does not infringe any third party's intellectual property rights.
4. For the period you are a High-End SEO customer, any Backlink Domain(s) linking to your Target Domain(s) will be exclusively used for those Target Domain(s) only. You acknowledge and agree that you have no rights of ownership in any Backlink Domain(s), and that use of the High-End SEO service will not result in any transfer of ownership in any Backlink Domain(s) to you. In the event any Backlink Domain(s) drop in Google Australia’s PageRank^ link analysis algorithm while in use, Melbourne IT’s Supplier will use reasonable commercial efforts to compensate this drop with further Backlink Domain(s) up to your agreed budget spend.
^ PageRank is a link analysis algorithm used by Google Australia’s web search engine to score web pages based on the number of validated hyperlinks to those web pages, with 0 being the lowest score and 10 the highest score.
5. You acknowledge and agree that the High-End SEO service may result in any Target Domain(s) being penalised or blacklisted by Google, which can result in such Target Domain(s) (i) where penalised, achieving diminished results among Google’s various search engine services, or (ii) where blacklisted, being excluded from display in search engine results by Google or from being crawled by Google. In the event such penalisation or blacklisting occurs, Melbourne IT or its Supplier will, upon becoming aware of such occurrence and at no additional cost, review all backlinks from the Backlink Domain(s) to that Target Domain and rectify any issues with those Backlink Domain(s) which may have caused or contributed to the Target Domain being penalised or blacklisted, as soon as reasonably practicable. You acknowledge and agree that, subject to the terms of clause 7 (Limitation of Liability), the preceding sentence states the only obligations Melbourne IT and its Supplier have to you in respect of such penalisation or blacklisting of any Target Domain(s), and that performance of these obligations is the sole and exclusive remedy you have against Melbourne IT and its Supplier in respect of such penalisation or blacklisting.
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