This Terms of Service Agreement (the “Agreement”) sets out the terms and conditions on which you (the “Client”) have engaged Possum SEO, to perform certain Services as outlined below. This is a legally binding agreement between you and PossumSEO. By becoming a PossumSEO Client, you agree to be legally bound by the terms and conditions set forth in this Agreement. The “Effective Date” of this Agreement shall be the date on which you make the first payment for Services to PossumSEO
The Terms & Conditions in this agreement apply to any and all parties that have engaged PossumSEO in any capacity for any of their Services.
1.1 PossumSEO offers digital marketing services specialising in search engine optimisation (hereinafter “SEO”) and Google AdWords (hereinafter “PPC” or “Pay Per Click”).
1.2 SEO Services
PossumSEO provides SEO services to the Client for mutually agreed keywords and prices as agreed between the parties before the commencement of this Agreement.
1.3 Google AdWords
PossumSEO provides PPC services to the Client for mutually agreed ads and keywords and the price is as agreed between the parties before the commencement of this Agreement.
1.4 The Client authorises PossumSEO to appoint agents and/or contractors from time to time to assist in the provision of the Services under this Agreement.
2. PossumSEO’ OBLIGATIONS
2.1 PossumSEO will provide Services to the Client in accordance with PossumSEO’ standard policies and procedures. PossumSEO reserves the right to reject Clients for any other reason, at PossumSEO’ sole discretion. PossumSEO will be responsible for all aspects of providing the Services.
2.2 All PossumSEO rules, policies and operating procedures concerning privacy, pricing, customer service, and all other aspects of the Services will apply, and PossumSEO may change its rules, policies and operating procedures from time to time in its sole discretion.
3. REPORTS AND ACTIVITIES
3.1 PossumSEO’ SEO link building activities (“off-page optimisation”) are confidential and A.P. Web Solutions does not disclose these activities. However, to provide the Client with feedback & transparency about how their campaigns are progressing with SEO services, PossumSEO provides access to ranking reports and/or monthly website performance reports.
3.2 Monthly Website Performance Reports are only applicable to Clients whose Proposal explicitly states this as a deliverable.
3.3 Clients who have engaged “one-off” services are not entitled to monthly reporting, meetings, consultations or Support unless explicitly stated in written correspondence.
3.4 Clients who have purchased one of the SEO Setup Packages are not entitled to Website Performance Reports or any other reports except for confirmation of tasks completed as part of the respective Setup package.
3.5 Clients who have engaged PossumSEO for any Service wherein a Letter of Agreement or Proposal has not been submitted are not entitled to receive any reports or deliverables unless explicitly stated in written correspondence.
3.6 PossumSEO provides results-based services and all reporting is associated with outcomes that have been achieved as a result of our Services. Reporting also includes expert commentary, ongoing recommendations. PossumSEO methods of achieving these results are confidential and proprietary. These methods, backend processes and activities are not reportable to the Client. Hours worked on the Client’s project or Services are not reportable to the Client.
5. FEES AND PAYMENT
4.1 All fees for Services provided to the Client are due for full payment in advance of the provision of Services.
4.2 For all ongoing Services provided to the Client, the first payment must be made in full prior to the designated Campaign Launch Date,The Campaign Launch date marks the beginning of the Client’s monthly Billing Cycle. Thereafter, all monthly payments must be made in full prior to start of the following Billing Cycle, until both the parties agreed to cancel via written communication
4.3 Client must ensure that full payment is made prior to commencement of the upcoming Billing Cycle (see 4.2).
4.4 A Client can make payments to PossumSEO by bank transfer or credit card. For payments by credit cards, a surcharge of 2% will apply.
4.5 If the Client provides PossumSEO with their credit card information, the Client authorises PossumSEO to automatically charge their credit or debit card for charges that apply to the Client’s account. Recurring charges will be posted to the Client’s credit card until such time that the Client cancels PossumSEO’ service.
4.6 If the payment method is credit card, PossumSEO will attempt to charge the Client’s credit card on the monthly anniversary date of the client first ordering services.
4.7 All invoiced fees must be received by 5pm on the stipulated due date on the invoice .
4.8 Charges not paid by the due date for any reason might result in a suspension of Services until full payment is received.
4.9 The Client acknowledges that any unpaid invoices will be sent to a collection agency after 14 days from the due date.
4.10 All fees are non-refundable.
5. TERM OF CANCELLATION
5.1 a minimum of 30 days written notice has to be given to PossumSEO in case of service termination of services provided by PossumSEO to its clients. Unless if both parties agree to enter a new term for a determined cancellation time period.
5.2 Cancellations become effective on the day they are processed by PossumSEO. The Client will be notified of the cancellation via email.
6. WARRANTY DISCLAIMERS
6.1 PossumSEO expressly disclaims any and all warranties regarding or related to this agreement other than those imposed by statute under the laws of the Commonwealth of Australia or Victoria.
6.2 PossumSEO makes no warranty or representation:
6.2.1. as to the position your advertisement is placed on a search result page, or the frequency and time of day that your advertisement is displayed;
6.2.2. for any specific result on any search engine;
6.2.3. as to the quantity or quality of increased traffic or sales to the Client’s Website; or
6.2.4. as to Client Website’s ranking. In particular, the Client acknowledges that the search engines change their ranking algorithms on a regular basis and new sites and competitor sites may be being optimised and submitted continually.
6.3 While Google’s results are displayed on other search engines, PossumSEO’ Services are aimed at increasing visibility and boosting traffic from Google. Google does change its algorithm and PossumSEO is not responsible for the client’s rankings due to this algorithm change. PossumSEO will endeavour to maintain the Client’s Google rankings, but the Client acknowledges that PossumSEO is not liable for any loss of business due to ranking fluctuations caused by Google algorithm changes. Plus, if the Client has had any previous search engine optimisation work carried out on their website by another organisation, PossumSEO is not responsible for the Client’s ranking fluctuations that may have been caused by this previous SEO work.
6.4 The Client acknowledges and agrees that:
6.4.1. the information available on or through the Client’s Website following the application of the Services is not reviewed, controlled or examined by PossumSEO in any way before it appears on Client’s Website;
6.4.2. PossumSEO does not endorse, verify or otherwise certify the contents of any such information; and
6.4.3. The Client remains at all times legally responsible for the content of the Client’s Websites (including in connection with infringement of intellectual property rights of any other party).
6.4.4. PossumSEO has no control over the policies of search engines with respect to the type of sites and/or content that they accept now or in the future. The Client’s website may be excluded from any directory or search engine at any time at the sole discretion of the search engine or directory.
6.4.5. Client will provide Admin-level access to their website.
6.4.6. PossumSEO retains the right to display graphics and other web content elements as examples of their work in their portfolio and as content features in other projects.
6.4.7. PossumSEO retains the right to suspend Client’s Services if payment has not been received for 15 days into the Client’s Billing Cycle (see 4.2).
6.5 PossumSEO does not warrant or guarantee that:
6.5.1. any information available on or through PossumSEO will be free of infection by viruses, worms, trojan horses or anything else manifesting contaminating or destructive properties; or
6.5.2. that the functions or services performed by PossumSEO or a Supplier will be uninterrupted or error-free, or that defects in Services will be corrected.
6.6 The Client remains responsible for the ongoing security and integrity of their own software, website, networks and systems.
6.7 The Client remains the owner of any content created by PossumSEO on the Client’s social media profiles or the Cleint’s website. The Client remains responsible for all content on the Client’s website or the Client’s social media networks such as Facebook, Twitter, Google Plus, LinkedIn, Instagram, Pinterest and other social media networks belonging to the Client or Google AdWords.
6.7.1 If PossumSEO makes any changes to the Client’s website or Google AdWords, the Client remains responsible for checking the content and for correcting it if it is necessary.
6.7.2 PossumSEO does not guarantee any conversion rates or specific numbers of clicks and spend related to SEO, Google AdWords and social media services.
6.7.3 If PossumSEO makes any posts or uploads content or makes any changes to the Client’s social media networks such us on Facebook, Google Plus and Twitter, LinkedIn, Instagram, Pinterest, the Client remains responsible for checking the content and for correcting it if it is necessary.
6.8 The Client agrees to share the Client’s website URL, keywords used for SEO purposes, website design, and/or social media profile URLs created/or managed by PossumSEO on PossumSEO marketing materials (such as websites, proposals, and portfolio examples).
7LIMITATION OF LIABILITY
PossumSEO shall not be liable to the Client or any entity or person claiming through or under the Client for any loss of profit or income or other indirect, consequential, incidental, or special damages, whether in an action for contract or tort, in connection with this Agreement, even if PossumSEO has been advised of the possibility of such damages. In no event shall PossumSEO’ liability to the Client hereunder exceed the amount paid to PossumSEO by the Client for the previous one (1) month of services. This limit is cumulative and the existence of more than one claim will not enlarge the limit. The Client acknowledges that these limitations of liability are an essential element of the bargain between the parties and in their absence the terms and conditions of this agreement would be substantially different.The Client accepts that, as a limited liability entity, PossumSEO has an interest in limiting the personal liability of its employees (and contractors). You agree that you will not bring any claim personally against our employees and contractors in respect of any losses you suffer in connection with the Services provided by PossumSEO.
8. UNENFORCEABLE PROVISIONSIf any provision of this Agreement is, or is found to be, unenforceable under applicable law, that will not affect the enforceability of the other provisions of this Agreement.