a. This document describes the Terms and Conditions of Service which apply to the website design and/or search engine optimisation, Adwords services on the Order Form between Purplesoft Technology Pty Ltd ACN 615 580 446 (Company) and the Client (whose details are provided on the attached Order Form)(Client / You).
a. Agreement means this agreement for provision of services between the Company and You and includes the Order Form, the Ezidebit Form and these Terms and Conditions of Service.
b. Australian Consumer Law and ACL means Schedule 2 of the Competition and Consumer Act 2010 (Cth)
c. Client / You is the person or entity requesting the Services.
d. Key Words means the minimum number of key words used for searching for the Client’s website agreed between the Client and the Company.
e. Login Requirements means all necessary CMS, FTP and CPanel logins required for access to Your website.
f. Minimum Service Period means the minimum period for which you have agreed to engage the services of the Company commencing on the commencement date for the minimum period specified on the Order Form.
g. Monthly Instalment is the sum of money due on a monthly basis as one of several equal payments for the term of the Agreement.
h. Order Form means the form requesting Services attached to these terms and conditions and is signed by You.
i. Search Engine means google.com.au.
j. Search Engine Optimisation or SEO means using the Key Words to improve searching, ranking and positioning of your website on the Search Engine.
k. Service/s means the website design and or the provision of SEO services by the Company as specified on the Order Form.
l. Total Service Fee means the total of all monthly instalments due for the minimum service period.
m. You and Your have the corresponding meaning.
a. Each Monthly Instalment is required to be paid over the Minimum Service Period pursuant to the Ezidebit direct debit authority on the monthly anniversary of the commencement date.
b. Should the Ezidebit direct debit be dishonoured for any reason, a dishonour fee of $14.80 will be charged in addition to the Monthly Instalment on the next debit.
c. If You cannot make the Monthly Instalment during the Minimum Service Period, You may request in writing an extension of time or make another payment arrangement, any request will be at the Company’s sole discretion.
4. NOTICE, TERMINATION & RENEWAL
a. There is no cooling off period under the ACL.
b. Any notice given to the other party must be in writing and give notice of a minimum of thirty (30) days. There will be one final payment after notice is given.
c. Should you wish to terminate this contract during the Minimum Service Period, you must give notice and pay all remaining Monthly instalments payable under the Minimum Service Period.
d. If You do not cancel the Services prior to the end of the Minimum Service Period pursuant to the notice period, the contract will continue on a month to month basis until such notice is received.
a. Failure to pay the Monthly Instalment pursuant to clause 3a shall constitute a default of this Agreement.
b. Should you remain in default for 7 days the Company reserves the right, without notice to you, to:-
i. Discontinue the Services;
ii. Suspend your (supplied) website and reinstate the old one; and
iii. Take legal steps to recover the Total Service Fee with all legal costs payable by You on an indemnity basis.
c. Any website code and design supplied under this Agreement remains the property of the Company until paid for in full.
a. The Company agrees to provide the Services to You for the Minimum Service Period as stated on the Order Form.
b. Upon written request the Company will provide any update or progress meetings or reports and rankings via email.
c. In consideration for provision of the Services, You:
i. Will pay the Monthly Instalment rate for the Minimum Service Period set out on the Order Form; and
ii. Any once off start up or website design costs as detailed on the Order Form.
d. Payments must be made by Ezidebit direct debit authority.
e. Upon signing this Agreement, you must, if requested, provide the Company with the Login Requirements.
f. No guarantees beyond those provided for in the ACL are guaranteed.
g. The Company takes no responsibility for changes to the Search Engine’s algorithms or terms, conditions and policies.
h. The Company will be required to share Your data with the Search Engine and others as required to perform the Services.
i. Unless You notify the Company in writing, you authorise:
i. The Company to place its logo on the footer of Your website if it has provided web design services.; and
ii. You allow the Company to use Your company name and logo for promotional purposes on the Company’s website.
7. CONSUMER GUARANTEE & WARRANTIES
a. By signing the Order Form, You warrant that the person signing is authorised to enter into this Agreement on behalf of the Client. You indemnify the Company for any breach.
b. The Company guarantees to provide the Services with due care, skill, technical expertise and knowledge in accordance with the ACL.
c. The Company makes no warranties:-
i. That it has any impact or control over the Search Engine at any time now or in the future;
ii. That any part of the Services or this Agreement can or will cause an increase in business sales, profitability or web traffic.
d. Whilst reasonable endeavours to provide integrity and security to any servers used are made, no guarantee is given that servers are free from hackers and unauthorised access.
e. The Company does not whatsoever warrant that any virus protection will protect Your website or application.
f. No warranty is made that the service will be free from interruption and or failure and expressly disclaims any express or implied warranty regarding system availability, accessibility, performance or suitability.
8. LIABILTY & REFUNDS
a. Any consumer guarantees within the meaning of the ACL will apply, however the Company will not refund or cancel this Agreement where You:
i. Have changed your mind;
ii. Insisted upon having the Services provided in a particular way despite advice to the contrary;
iii. Have not clearly outlined to the Company your Service requirements in order for the Company to provide the Services; or
iv. Have failed to provide the Login Requirements within 2 business days if requested to do so.
b. The Company accepts no liability whatsoever where:
i. Changes have been made to Your website by You or another third party without our knowledge or authority and where these changes adversely affect your ranking on the Search Engine;
ii. Your website is unavailable or offline for any reason not caused by the Company;
iii. The Company’s Services are removed or overwritten by You or any third party.
c. The Company’s liability is limited to circumstances where:
i. It is in breach of clause 7b; or
ii. You incur loss arising as a result of the Company’s negligence in provision of Services to You.
iii. If the Company is in default, this Agreement may be rescinded, if agreed in writing, and any Monthly Instalments already paid will be refunded.
a. This Agreement is governed by the laws of the State of Victoria. The parties submit to the non-exclusive jurisdiction of the courts of Victoria
b. Should any part of this Agreement be deemed as invalid or unenforceable, it is severed to the extent of invalidity or unenforceability without affecting the remaining provisions of this Agreement.
c. This Agreement together with any written correspondence relating to approvals of work constitute the entire agreement between the parties and supersedes any previous representations made by any party.