Terms of Services
BETWEEN:
PPC Land or any business/s, individual/s, group of individuals, Organisation/s, or any other party implementing work for PPC Land and online marketing services or/and any other web based services. (“The consultant”)
AND:
You the customer – otherwise known as (“You The Client”).
PURPOSE:
PPC Land to provide customers with Search Engine Optimisation Maintenance (hereinafter referred to as “SEO”) and other web based services, outlined in this document, on the Customers (the person seeking the SEO service) websites or referred domains as agreed.
TERMS OF OPERATION
1. PPC Lands team will operate between the hours of 9am and 6pm Monday to Friday and shall be available by telephone or Skype Chat and via mail during hours of operation.
2. Changes and enhancements to existing interfaces, features, functionality, processes, database structures, and documentation, for the SEO purpose would be first consulted and agreed upon.
3. PPC Land will assign a dedicated account manager / single point of contact for carrying out all kind of communications between the two companies.
4. PPC Land will provide a communication channel for matters warranting escalation with appropriate contact details of responsible senior official/s.
5. PPC Land will provide satisfactory explanation / guidance on points / queries raised by you the client.
6. The Consultant is authorised to use relevant keywords and/or phases for development, improving or maintaining the ranking of, and/or positioning the contents of the Customer’s website/s (as mentioned above) in the search engines i.e. www.google.com.au and/or www.yahoo.com.au which are believed to be the two most frequently used search engines in Australia.
7. The Consultant will endeavour to optimise &/or maintain Customer’s main search terms along with keywords + regions or keywords + suburbs to appear on the top pages of search engines mainly www.google.com.au or www.yahoo.com.au . The search Ads optimisation work will be carried out or maintained on a regular basis until this terms agreement expires or if the Customer fails to make payments on time, or if this agreement is terminated.
8. The Maintenance work that is carried out by The Consultant is solely aimed at increasing visibility and boosting sites’ rankings on www.google.com.au &/or www.yahoo.com.au.
9. During this contract term no other web design/SEO company will have access to the Clients’ website/s or platforms we are operating besides the SEO Consultant. If for some reason the Customer needs to give access for any other reason besides website design, revamp, modification, then the SEO Consultant will be informed prior to giving access by the Customer in writing through email or fax. The SEO Consultant will be given the opportunity to protect our intellectual proprty and daily running of the accounts.
Note: we don’t have anything to hide performance wise, however the way we run our accounts is very bespoke to us. Our agency is a privileged member of the Google Academy and one of the Performance leading SEO and Google Ads agency in the country. Hence we have access to strategy and implementation options that others don’t know how to do. This is very bespoke to us and we hope you can appreciate we are protective of our own IP and daily account operation strategy, which you do not own. You own the outcome not the tools or methods or skill and experience level.
10. The Client must provide the The Consultant with log-in information (username and password) for FTP, CMS, Analytics, Google Ads, Tag Manager – if in existence. This is to allow his/her website/s to be optimised. The Consultant will maintain confidentiality of log-in information. During the contract term, The Consultant reserves the right to change username and password to maintain confidentiality.
Customers must inform other Webmasters or anyone else who has access to the both websites that The Consultant has been engaged for.
The Customer must allow implementation of all optimisation strategies on their websites. The Customer is responsible for ensuring that their website/s are always active and accessible.
CONTRACT TERM
The retainer contract Between the The Consultant will be made in conjunction with the Client who owns the website/s being worked on (based on agreement) the The Consultant will work on the site for a minimum duration of 1 month starting from the date of order confirmation, and continue until payments cease thereafter or a three (3) week notice period is given to cancel the contract.
1. On-page optimisation: PPC Land will provide the on-page optimisation if required which will be carried out at our end.
2. Google Ads Management: PPC Land will provide the AdWords optimisation and copy which will be carried out at our end.
PRICE & PAYMENT
You the customer shall pay PPC Land for the agreed work authorisation shall be executed by both the parties. Upon receipt of a valid and supported invoice, payment will be remitted at the begging of each month.
Amount payable for 6 months: in accordance to the plan you will sign up to (inclusive taxes).
Payment to be released to PPC Land on Monthly basis plus (inclusive taxes).
DELIVERABLES
Following are the list of Deliverables by PPC Land:
1. Monthly Ranking Report.
2. Monthly statistics.
2. Monthly AdWords work.
CONFIDENTIALITY
1. PPC Land acknowledges that the Software/websites and other data on PPC Land application server embodies logic, design and coding methodology that constitute valuable confidential information that is proprietary to the client, PPC Land will safeguard the right to access the Software using the same standard of care that used for its own confidential materials.
2. All data pertaining to (you the client) disclosed to PPC Land in connection with the performance of this Agreement will be held as confidential by PPC Land and will not, without the prior written consent of (you the client) be disclosed or be used for any purposes other than the performance of this Agreement. PPC Land will safeguard the confidentiality of such data using the same standard of care that it uses for its own confidential materials. This obligation does not apply to data that: (i) is or becomes, through no act or failure to act on the part of PPC Land, generally known or available; (ii) is known by PPC Land at the time of receiving such information as evidenced by its written records; (iii) is hereafter furnished to PPC Land by a third party, as a matter of right and without restriction on disclosure; (iv) is independently developed by PPC Land as evidenced by its written and dated records and without any breach of this Agreement; or (v) is the subject of a written permission to disclose provided by (you the client).
LIMITATION OF LIABILITY, INDEMNIFICATION
1. Neither party will be liable to the other for special, indirect or consequential damages incurred or suffered by the other arising as a result of or related to the use of the Software or Google Ads related consequences of work, whether in contract, tort or otherwise, even if the other has been advised of the possibility of such loss or damages.
2. The source code, Google Ads Setup and backend tactics used by ‘The Consultant’ to optimise website/s will remain the intellectual property of the The Consultant.
3. In no event shall THE CONSULTANT be liable to CLIENT or any other person for re-procurement costs, lost profits, business interruption, loss of use, or incidental / consequential damages, loss of investments, loss of anticipated savings, capital costs or extra administrative cost, loss of customers, loss of goodwill or reputation whether occasioned by the negligence, fault, error, omission, act or breach of Consultant, its employees and contractors. The Consultant’s total liability in law in relation to performance of the Contract shall be limited to 1 Month invoiced value of the PPC Management fees.
RELATIONSHIP OF PARTIES
Nothing in this Agreement will create or imply an agency relationship between the parties, nor will this Agreement be deemed to constitute a Joint Venture or partnership between the parties.
NON-ASSIGNMENT
Neither party will assign this Agreement, in whole or in part, without the prior written consent of the other party, and such consent will not be unreasonably withheld. This Agreement will inure to the benefit of, and be binding upon the parties hereto, together with their respective legal representatives, successors, and assigns, as permitted herein.
SEVERABILITY
If any term of this Agreement is found to be unenforceable or contrary to law, it will be modified to the least extent necessary to make it enforceable, and the remaining portions of this Agreement will remain in full force and effect.
FORCE MAJEURE
Neither party will be held responsible for any delay or failure in performance of any part of this Agreement to the extent that such delay is caused by events or circumstances beyond the delayed party’s reasonable control.
USAGE, CONTENT, DUTY OF CARE
The Client guarantees any elements of text, graphics, photos, designs, trademarks, or other artwork provided to the Consultant for inclusion on the Website, BLOG, POST, or any other form of digital content usage is owned by the Client, or that the Client has received permission from the rightful owner(s) to use each of the elements, and will hold harmless, protect, and defend the Consultant from any liability or suit arising from the use of such elements.
WAIVER AND MODIFICATION
The waiver by any party of any breach of covenant will not be construed to be a waiver of any succeeding breach or any other covenant. All waivers must be in writing, and signed by the party waiving its rights. This Agreement may be modified only by a written instrument executed by authorised representatives of the parties hereto.
ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the parties with respect to its subject matter, and supersedes all prior agreements, proposals, negotiations, representations or communications relating to the subject matter as per the laws in Australia. Both parties acknowledge that they have not been induced to enter into this Agreement by any representations or promises not specifically stated herein.
This Agreement may be updated only by a written instrument executed by authorised representatives of the parties hereto.
ASSUMPTIONS
PPC Land will maintain adequate & reasonable service levels, it is not liable for any outages or interruptions to service caused by 3rd party events and any losses of any type caused by these incidents:
1. Changes by a Domain Name Provider or Registrar affecting website availability
2. Changes by a web hosting company
3. Changes by an email hosting company (if applicable)
4. Change by a DNS provider (if applicable)
5. Changes by the Data Centre(s) hosting the Service.
6. Changes by a Backup provider (if applicable)
7. Any Denial of Service attack on your Service or the Data Centre hosting the Service
8. Intentional misuse of the Service by any party
9. Any party making public statements about security, implied or otherwise, of the Service
10. Sharing of access credentials for the Service by non secure means, including via email.
11. Use of insecure passwords of any form
12. Misuse of any application provided with your web hosting plan (3rd party of otherwise)
13. Any interruption to service caused by Worms, Viruses, Trojans and other malicious software targeting the Service or a system connected to that Service.
14. Any 3rd party website links or statements that seek to mislead website visitors about the Service
15. Any event, natural or otherwise, that affects service provision and that is outside of our control. The events include, but are not limited to: fire, flood, a terrorism related event or any event that causes the destruction of systems containing your data.
16. Outages caused during restoration of a Service from backup.
17. Loss of data caused by rolling back the Service to a previously safe backup point.
18. The above deliverables are subject to change based on Search Engine Algorithm’s.
19. Ranking achieved will depend on key‐phrases selected, its competitiveness, algorithm changes and persistency in optimisation.
20. Google Ads changes to original Ads account – if one exists
20. Pricing plans may change based on Google Algorithm changes and cost on Google Ads resources and tools.
