Seo-Xpress.com, a division of Club Web Pty Ltd, is a Search Engine Optimisation (SEO) service provider. This Service Agreement will establish the terms and conditions on which the Company provides services to the Client. Therefore please review this Service Agreement carefully.
Client understands and agrees that he or she must own or have control of the domain name specified in the agreement; that only root domains (www.domain.com) and their subsequent pages will be optimised by Seo-Xpress.com and that SEO services and techniques provided can not be copied, used or moved to any domain name, or otherwise distributed.
Seo-Xpress.com agrees to review and optimise existing web pages and use current acceptable techniques to promote the designated domain name to the search engines; and continue to provide these services over a 6 or 12 month period so that results have been achieved. The term of this agreement six (6) or twelve (12) months (whichever agreed upon) with a first renewal offer available after this period is completed.
Seo-Xpress.com reserves the right to make certain requests of the Client that are in the best interests of the Client achieving improved rankings. Such requests include, and are not limited to: removing or modifying frames within web pages, adding additional relevant text, code and other content to the Client’s website. If Client chooses to ignore, change or not implement the recommended changes, Seo-Xpress.com cannot be held accountable for no improvement in search engine position. Client further understands and agrees that if they wish Seo-Xpress.com to proceed with site submission or choose to submit their site to either Google, Yahoo! or Bing (MSN) themselves, before all recommended SEO changes are made, or before all web pages are complete, the above guarantee will be null and void. In each case, Seo-Xpress.com will advise the Client in writing of situations that invalidate the guarantee.
Seo-Xpress.com will modify content and create Meta tags for the Client’s domain, which are tuned for the specific search engines and Client’s specific keyword sets. Client has the option to upload the Meta tags and content pages themselves, have Client’s webmaster upload them, or grant Seo-Xpress.com access to Client’s website to upload tags and pages to Client’s domain. Client agrees and understands that failure to properly upload any Meta tags, promotional pages, or other optimisation work within 7 days of receiving this data; or failure to provide Seo-Xpress.com with access to the Client’s website, for such upload, within 7 days, will hinder Seo-Xpress.com’s ability to perform in a timely manner, and thus will render the guarantee null and void.
The methodology and techniques used in all advertised services are subject to change without notice during the course of the service due to the fact that search engine algorithms change and Seo-Xpress.com must reflect these changes in the work done to gain a result for the client. The advertised tasks of each type of service should only be used as a guideline of the type of work done and not a complete list as it is pointless completing a task if Google or other search engines have indicated publicly that the task is now worthless in gaining a top position on a search engine.
Seo-Xpress.com will run monthly or quarterly Search Engine Position reports for Clients’ sites during the month the report is due. Clients will be sent a copy of the report via email.
Up to 1.5 hours of additional consulting time is available per year under each plan.
Additional consulting with the Chief SEO Consultant is available at the rate of $125 per hour.
A combination of keywords that Client submits (as per the Search Engine Optimisation Online Brief) and keywords our Search Engine Specialists may suggest or recommend will make up clients’ keyword list. Client must approve the final Keyword list after the first Search Engine Position report is received and before Seo-Xpress.com will start any ‘live’ optimisation work. If no feedback is received by Seo-Xpress.com from the Client within 7 days of receiving the first Position report, then Seo-Xpress.com will begin the ‘live’ optimisation work.
Client will be charged for any keyword changes any time after keyword approval at the following rates:
$499 to change up to 3 keywords/phrases,
Seo-Xpress.com reserves the right to reject, at its soles discretion, any project.
SEO Terms & Conditions:
Prior Conditions
Prior to work being undertaken by Seo-Xpress.com, we need assurances from the client that;
- The client MUST NOT be working with any other SEO company during the time they work with Seo-Xpress.com
- The client has not employed the services of a Submission Company during the same period
- The client has not created any duplicate sites, duplicate content or pages, redirects or doorway pages
- The client has not requested or exchanged links with link farms or undertaken any spamming techniques which may harm the web site’s ranking with Google, Yahoo! and Bing (MSN)
Should Client not comply with this term, Seo-Xpress.com will not be held responsible for any consequences.
Minimum achievement guarantee
Seo-Xpress.com aims to achieve a Top 10 organic ranking on either Google, Yahoo! or Bing (MSN) for the clients’ main keyword phrase or search term within the duration of the service period (6 or 12 months). Seo-Xpress.com would expect to achieve the desired position for your chosen search term within 4-16 weeks of the optimised pages going live however time may vary according to job. Although the work Seo-Xpress.com carries out will benefit positions on search engines other than Google, Yahoo! or Bing (MSN), Seo-Xpress.com usually (unless client specifies otherwise) measures the success of a campaign by rankings achieved in either Google, Yahoo! or Bing (MSN) – the worlds’ 3 biggest search engines : Google ( 41.6% of worldwide searches), Yahoo! (31.5% of worldwide searches) and Bing (MSN) (27.4% of worldwide searches). This percentage outline may be subject to change.
Should the Client have any pre-existing top-10 organic rankings with the keywords used in the service, such rankings will not count towards the achievement of a “Guarantee” during the first month of service. After the site has been fully optimised by Seo-Xpress.com, any pre-existing rankings are considered to be maintained by the efforts of Seo-Xpress.com and will count towards the fulfillment of a “Guarantee”.
Definition of results
“A Top 10 organic ranking” means that your selected search term will be placed in the first 10 organic results on google.com, yahoo.com or Bing (MSN).com (or local country equivalent eg. google.com.au, yahoo.com.au or Bing (MSN).com in Australia) within the 6 or 12 month service agreement. For example if the clients’ desired search term is “blue widgets”, then a top 10 position is based on the top 10 organic results when searching this search term and does not include any sponsored listings.
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, as a result of the SEO campaign.
Cancellation of Guarantee
If the client makes any changes to the optimised pages created by Seo-Xpress.com without the advice of Seo-Xpress.com or does not implement the changes advised by Seo-Xpress.com in order to improve the position of the Client’s web site in the search engines, any guarantee in place may be considered null and void at the discretion of Seo-Xpress.com and if applicable any payments due will become due immediately.
Seo-Xpress.com may make void any guarantee and the final service fees become payable should it be discovered that the Client has participated in actions considered undesirable (spamming) by the search engines, such as:
- makes use of hidden links
- links to link-farms, link pages, etc.
- uses page redirect or cloaking techniques
- submits the web pages of the site to the search engines, search directories or other websites without the consent of Seo-Xpress.com
- uses automated web site submission software or websites
- uses automated reciprocal link programs
In the event that your site is currently penalised or banned by one or more search engines, Seo-Xpress.com will attempt to fix the problem. We cannot guarantee the results of our attempts to re-instate you.
The minimum achievement guarantee, as laid out in these terms, has an advance fee, monthly fee and a final fee payment system unless full fee is paid in advance. If paying on performance, the final fee becomes due once the ranking report made available to the Client indicates that the phrase has achieved the position on the nominated search engine or directory as laid down in the quotation document. Payment is due by return receipt or will be automatically deducted by credit card.
Cancellation fee
Client understands they are entering into a six (6) or twelve (12) month contract with Seo-Xpress.com and if they wish to terminate the contract prior to the six (6) or twelve (12) months, for any reason, there will be a one (1) month cancellation fee on top of fees already collected or due within the current month cycle (30 days). The client is not entitled to a refund on any on monies collected previously.
The one (1) month cancellation fee is only applicable for clients who are in a renewal term and is not applicable to new clients who have entered into their first six (6) or twelve (12) month contract. If cancellation is requested for whatever reason before the first six (6) or twelve (12) month contract expires or is due for renewal, then all remaining monthly installments are to be paid for the current service period before the agreement is deemed to be cancelled.
If final payment for cancellation is not received before the due date of the next monthly payment, then the agreement will be deemed as not cancelled until all amounts owing plus any cancellation fee are paid in full.
Rights of the Company
The Company reserves the right to cancel the contract with immediate effect if it believes the material or the Web Site to be obscene, unfair, untrue or otherwise unworthy of inclusion on the internet. The discretion of the Company in this respect will be absolute. The Company shall refund such proportion of the charges as relate to any of the services not performed or performed only in part minus any expenses incurred to that date.
Term
This agreement shall commence on the date first payment is received, and shall remain in effect for a period of six (6) or twelve (12) months.
If, after seventy five (75) days from the commencement of the Agreement, Client wishes to cancel the Agreement for any reason, Client may, within fifteen (15) days after the seventy five (75) day period, provide Seo-Xpress.com with written notice of Client’s desire to terminate the Agreement. Upon receipt of such notice from Client, the Agreement shall terminate. This termination provision does not apply once the Agreement has been renewed subject to the Automatic Renewal provision below.
Automatic Renewal.
At least thirty (30) days prior to the termination of this Agreement, Client shall provide notice to Seo-Xpress.com in writing whether Client intends to renew this Agreement for an additional six months or twelve months or some other term agreed to by the parties. In the event that Client does not provide such written notice to Seo-Xpress.com at least thirty (30) days prior to the termination date, then this Agreement shall be extended for a period of six or twelve months or as stated on emailed invoice.
Contract Renewal
At the end of the Term neither the Company nor the Customer is obliged to renew this contract. By mutual agreement, the contract may be renewed.
Refunds
The client has the right to cancel the contract during the cooling off period (ten (10) days from when the first deposit is received) by serving notice in writing to Seo-Xpress.com stating that he/she does not wish to be bound by the contract.
No refunds on deposits are given after the 10-day cooling off period from the date of first deposit.
A client may ask for a refund as per Seo-Xpress.com advertised Guarantee at the end of the contract, if during the 6 or 12 months of service a top 10 search engine position has not been achieved for one of the clients’ major search terms in either google.com, google.com.au, yahoo.com, yahoo.com.au, Bing (MSN).com or nineBing (MSN).com.au. A refund of 50% of the fee will be refunded as per performance payment, or the client may choose to continue with the seo service and not pay a renewal fee until the top 10 position has been achieved.
Refund payments will be paid during the first week of the 2nd month from cancellation date.
No refunds whatsoever will be considered or paid after the service has not been renewed or cancelled once started, if written request has not been received within 60 days from the last payment by the client.
Upon Termination Of Agreement
Seo-Xpress.com will not be held responsible for lost rankings after service is discontinued.
There is no guarantee that once a keyword phrase has achieved top placement that it will continue to remain in that position. Changes in search engine algorithms and new website competition may influence a phrase ranking as time passes. Additionally, new sites and potential competitor web sites are being optimised and submitted every day.
If Seo-Xpress.com terminates clients’ account and ceases delivery of the content of the clients’ website for any reason, the termination does not exclude or limit Seo-Xpress.com’s claim for any unpaid fees, interest, indemnification or other remedy to which the company would otherwise be entitled. This Service Agreement identifies some reasons Seo-Xpress.com might terminate the account. However, Seo-Xpress.com is not limited to these reasons and retains the right to terminate clients’ service and account for any reason, at Seo-Xpress.com’s sole judgment and discretion, provided such reason is not prohibited by law.
Web Hosting
The Client agrees that their website is not hosted on free webspace 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 neighborhood’ or for reasons of optimisation, Seo-Xpress.com may request the client to change hosting provider.
3rd Party Fees
Where Search Engines require paid 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 SEO package that has been purchased.
Where registration fees are required the company will register the clients 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 SEO package that has been purchased.
Access To Client Website
The Client grants authority to submit the Web Site pages being promoted to Search Engines and directories.
Seo-Xpress.com must have the ability to optimise the structure and content of the clients’ web pages. Such changes generally have a minimal visual impact and are always approved by the client before going ‘live’. Seo-Xpress.com will work directly with the client in order to maintain the original look and feel of the clients’ website unless otherwise specified.
The client must provide Seo-Xpress.com with log-on information (ftp address, username and password) to allow Seo-Xpress.com to gain FTP access to the website. Seo-Xpress.com will maintain confidentiality of log-in information. Seo-Xpress.com recommends that you regularly change all passwords after completion of work however client must always inform Seo-Xpress.com of these changes.
You must inform your webmaster or anyone else who has access to the Web site that we are performing SEO services on the site.
If clients’ web pages are light in text content (less than about 200 visible words per page), client will provide additional relevant content for the purpose of enhancing SEO ranking on the main page.
Client must inform Seo-Xpress.com of any changes made to the website while Seo-Xpress.com is optimising it. Changes made whilst Seo-Xpress.com are optimising the site may result in the Cancellation of said Guarantee.
The client must allow implementation of all optimisation strategies on their website.
Warranties And Indemnity
The client warrants to the Company at all times that the material included in the Web Site: (a) is not in breach of the Intellectual Property rights of any third party . (b) is not obscene within the definition of the Obscene Publications Act 1959 or any other relevant provision, statute, . (c)is not in breach of any code or provision of statute or common law or otherwise in force from time to time in relation to Advertising of Goods or Services. (d) contains no element of comparative advertising which is in breach of the Control of Misleading Advertisements (Amendment) Regulations 2000 . (e) is not in breach of the Defamation Act 1996 or any other relevant provision, . (f) does not contain any misleading price comparison in breach of Consumer Protection Act .
Termination for breach, insolvency or frustration
Either party may by written notice to the other terminate this agreement immediately if one of the following events occurs:-
(a) either party goes into liquidation or makes any arrangement or composition with its creditors or is otherwise unable to pay its debts within the meaning of Section 123 Insolvency Act 1986; (b) either party’s ability to carry out its obligations under this agreement is prevented or substantially interfered with for any reason for a period in excess of three months (whether or not within the control of such party) including without limitation by reason of any regular law decree or any act of state or any other action of a government.
Payment for Services
Seo-Xpress.com will not commence services until initial payment is received from Client. Client agrees to pay Seo-Xpress.com either:
- 40% deposit plus balance payable upon agreed terms
- Full fee in advance with a 10% discount entitlement
- Deposit plus monthly payments
- Fee as per any marketing promotion or offer.
Client is responsible for notifying Seo-Xpress.com of any change in contact information and or credit card information, including but not limited to: Mailing address, Phone numbers, Email address and credit card expiry date.
Client agrees they will not process a charge back against Seo-Xpress.com (charges appear on Client’s statement as Club Web Pty Ltd or CLUBWEB). In the event of a payment dispute, Client agrees to contact Seo-Xpress.com directly to find a fair resolution to the situation. Seo-Xpress.com will dispute any charge backs that are processed by the Client, in the event of a disagreement with Seo-Xpress.com’s compliance of this agreement, and a fee may be charged to the Client, as applicable by law.
The company’s credit terms are 7 days from date of invoice and the client agrees to pay interest of 2% per month in respect of fees still outstanding 7 days from date of invoice unless extended credit terms have been agreed in writing.
If client agrees to pay in installments, the company requires the client to provide credit card information. By accepting this Service Agreement, client authorises the company to charge the clients’ valid credit card for the appropriate fees when due for the services provided. Company will issue client with an invoice receipt when charged. Client may change the credit card information supplied if client chooses to charge a different card as long as adequate notice is given. If for any reason the charge is not paid by clients’ credit card issuer, the company will assess interest on all unpaid charges at a rate of 2% per month (or the maximum rate allowed by law if it is lower) until paid plus a once only $25 late penalty fee. The company also reserves the right to terminate clients’ service and account for nonpayment at any time.
Loss of Service
The Company accepts no liability for loss of service, unavailability of files, damage of data, misuse of equipment by other clients, failure of any externally managed equipment or communications devices or other services deemed to be beyond the Company’s control.
In no event will Seo-Xpress.com be liable to the client or any third party for any direct, indirect or consequential damages, including, but not limited to, any lost sales or profits, lost savings or additional costs arising out of the operation of or inability of the program to operate, even if Seo-Xpress.com has been advised of the possibility of such damages.
If any provision of this agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not effect the validity and enforceability of any remaining provisions.
NOTE: YOUR SIGNATURE ON A PRINTED COPY OF THIS AGREEMENT IS NOT REQUIRED IN ORDER FOR THE AGREEMENT TO BE LEGALLY BINDING ON YOU. YOUR USE OF SEO-XPRESS.COM SEO SERVICES SHALL CONSTITUTE A VIRTUAL SIGNATURE, HAVING THE SAME FORCE AND EFFECT AS IF YOU HAD ACTUALLY SIGNED A PRINTED COPY OF THIS AGREEMENT.