1. Placing an Order
By placing an order with SEOPro NZ Ltd, you confirm that you are in agreement with and bound by the terms and conditions below. No signed contract is needed, any correspondence sent to SEOPro NZ Ltd asking for work to be carried out is seen as placing an order and therefore is accepting these Terms & Conditions and is seen as a legal binding contract. No Physical signature is required as all correspondence is seen as a digital signature. It is assumed that every person placing an order has read these Terms & Conditions, understood them and agreed to them.
The Client – The company or individual requesting the services of SEOPro NZ Ltd.
SEOPro NZ Ltd – Primary designer/site owner & employees or affiliates.
SEOPro NZ Ltd will carry out work only where an agreement is provided either by email, verbally, telephone, mail or fax. SEOPro NZ Ltd will carry out work only for clients who are 18 years of age or above. An ‘order’ is deemed to be a written or verbal contract between SEOPro NZ Ltd and the client, this includes telephone and email agreements.
All prices quoted are in NZD and are + G.S.T.
4. Prior Conditions
- 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 or other search engines.
- 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.
- If the client makes any changes to the optimised pages created by SEOPro NZ Ltd, or does not implement the changes advised by us, any guarantee placed will become void immediately.
4.1. SEOPro NZ Ltd follows a strictly ethical SEO policy and may make void any guarantee 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, FFA 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 SEOPro NZ Ltd.
- Uses automated web site submission software or websites.
- Uses automated reciprocal link programmes.
5. Website Design and Optimisation:
5.1. Whilst every endeavour will be made to ensure that the website and any scripts or programmes are free of errors, SEOPro NZ Ltd cannot accept responsibility for any losses incurred due to malfunction of the website or any part of it.
5.2. The website, graphics and any programming code remain the property of SEOPro NZ Ltd until all outstanding accounts are paid in full.
5.3. Any scripts, cgi applications, php scripts, or software (unless specifically agreed) written by SEOPro NZ Ltd remain the copyright of SEOPro NZ Ltd and may only be commercially reproduced or resold with the permission of SEOPro NZ Ltd.
5.4. SEOPro NZ Ltd cannot take responsibility for any copyright infringements caused by materials submitted by the client. We reserve the right to refuse any material of a copyrighted nature unless adequate proof is given of permission to use such material.
5.5. Any additions to the brief will be carried out at the discretion of SEOPro NZ Ltd. We know from experience that fixed-price contracts are rarely kept to, as they often limit client's to their earliest ideas and we don’t want to limit a client's ability to change their mind. The price at the beginning of a project is based on the packages provided or the length of time we estimate we’ll need to accomplish everything you’ve told us in the scope document, but we’re happy to be flexible. If the client wants to change their mind or add anything new, that won’t be a problem. We will either provide a fixed estimate for the addition or charge an hourly rate to do any additions requested. The normal development fee is $120.00+gst per hour. And where no charge is made by SEOPro NZ Ltd for such additions, SEOPro NZ Ltd accept no responsibility to ensure such additions are error free and reserve the right to charge an according amount for any correction to these or further additions.
5.6. The client agrees to make available as soon as is reasonably possible to SEOPro NZ Ltd all materials required to complete the site to the agreed standard and within the set deadline. Once a design stage for a website is ready for approval, the client has up to 5 business days to comment or edit, approve or disapprove the design at that stage. If there are no comments or communication from the client within this time (5 business days) SEOPro NZ Ltd view this as the design being accepted and is approved for development and therefore the website will be put into the production line for development and coding. Changes to the design after the website has been put into the development stage will be a new stage in development and will be charged separately from the original quote/contract price.
5.7. If these materials needed to create the website (content, images, data etc) are not made available within two weeks of being asked for or the time the deadline has been set, then the full amount of the price for the website/marketing is to be paid in full by the client unless there has been specifically arranged conditions between SEOPro NZ Ltd and the client prior to the project commencing. The project will then be finished when such material has been received and a time slot has been created between the current scheduled projects that are being worked on.
5.8. If the development time of a project exceeds three months over the handoff date for the project due to waiting for the client to provide content, images, data etc, the project may require a new quote to keep up with current pricing or finished on an hourly rate basis, this will be decided at the time of commencement of the project. Normal development pricing is $120.00+gst per hour.
5.9. If the development time of a website exceeds three months over the handoff date for the project due to waiting for the client to provide content, images, data etc, hosting for the website will be charged to the client at the current website hosting rate.
5.10. SEOPro NZ Ltd will not be liable for costs incurred, compensation or loss of earnings due to the failure to meet agreed deadlines.
5.11. SEOPro NZ Ltd will not be liable or become involved in any disputes between the site owner and their clients and cannot be held responsible for any wrongdoing on the part of a site owner.
5.12. SEOPro NZ Ltd will not be liable for any costs incurred, compensation or loss of earnings due to the work carried out on behalf of the client or any of the clients appointed agents.
5.13. SEOPro NZ Ltd will not be liable for any costs incurred, compensation or loss of earnings due to the unavailability of the site, its servers, software or any material provided by its agents.
5.14. Once a website has been designed and completed the final balance of payment is then due in accordance with our payment terms. There are no exceptions to this, i.e If the client decides they no longer want the site, as they have commissioned the work and paid a deposit they are still obliged to pay for the work that has been done. Non payment will result in legal action being taken if necessary.
6. Search Engine Optimisation (SEO & SEOPro Ranking System)
6.1. This SEO Service Agreement (“Agreement”) is by and between SEOPro NZ Ltd and you, and your heirs, assigns, agents and contractors (collectively, “You”) and is made effective as of the date of execution. This Agreement sets forth the terms and conditions of Your use of SEOPro NZ Ltd's search engine optimisation (“SEO”) service represents the entire Agreement between You and SEOPro NZ Ltd concerning the subject matter hereof. By using SEOPro NZ Ltd's SEO service, You acknowledge and agree that You have read, understood, acknowledged and agreed to be bound by all the terms and conditions of this Agreement, along with any new, different or additional terms, conditions or policies, including, but not limited to, the Universal Terms of Service that SEOPro NZ Ltd may establish from time to time.
6.2. The SEO Service (SEO & SEOPro Ranking System)
SEOPro NZ Ltd currently provides the SEO service to its customers on a monthly subscription model. SEOPro NZ Ltd shall provide You its SEO service that is aimed, but not guaranteed, to optimise pre-defined keywords and phrases, however, You agree to abide by the terms and conditions set forth herein and in each of SEOPro NZ Ltd`s policies and procedures, as may be amended by SEOPro NZ Ltd from time to time.
6.3. The SEO service is not guaranteed, but will be performed to the best of SEOPro NZ Ltd’s knowledge and ability;
- You should be satisfied once you have chosen to engage SEOPro NZ Ltd to implement the SEO service by examining SEOPro NZ Ltd’s experience and previous work that SEOPro NZ Ltd has the requisite knowledge and ability to implement the SEO service for You.
- Your website’s ranking with a particular Search Term will rely on both the relevancy of that term on your pages, the popularity of that term on other websites and the relevance of the back-links to your website to the search term.
- Although Google’s results are displayed on other search engines, the work that is carried out by SEOPro NZ Ltd is aimed at increasing visibility and boosting ranking on Google, MSN and Yahoo!. It is not possible to give a 100% guarantee for any specific result on any search engine, nor can SEOPro NZ Ltd quantify the level of increased traffic or sales, as a result of the SEO campaign.
- No guarantees will be given as to a Your website’s ranking as the search engines change their ranking algorithms on a regular basis and new sites and competitor sites may be being optimised and submitted continually. It is possible for Your website’s rankings to go backwards, if this were to happen, no liability will be on SEOPro NZ Ltd and no refunds or discounts given.
- SEO deliverables are to improve Your website rankings on the keywords selected &/or close variations of these phrases. In some cases it may not be possible to improve rankings on certain keyword phrases and in this case SEOPro NZ Ltd will select the closest relevant keyword phrases to optimise.
- The SEO process takes at least 4-6 months to show some significant effect. During this time the clients site is analysed and optimised within the timelines and resources specified in agreement. Achieving stable high rankings can take up to 12+ months to achieve.
6.4. SEO reporting will be commence 1 month after the that start date of the campaign and performed once per month unless otherwise agreed by the client. Results will be based upon listings of Google only unless otherwise agreed.
6.5. You agree to give SEOPro NZ Ltd the following access and that should such access not be granted, SEOPro NZ Ltd will not be held responsible for meeting any agreed upon targets;
- You grant authority to submit the website pages being promoted to search engines and directories.
- SEOPro NZ Ltd will have the ability to optimise the structure and content of clients’ web pages. Such changes generally have a minimal visual impact. SEOPro NZ Ltd will work directly with You in order to maintain the original look and feel of your website.
- The client must provide SEOPro NZ Ltd with log-on information (username and password) to gain Administration to the website and Server, cPanel or FTP access to the website.
- You must inform webmasters or anyone else who has access to the Website that SEOPro NZ Ltd are performing SEO services on the site.
- You must allow implementation of all optimisation strategies on their website.
- You are responsible for ensuring that your website is always active and accessible.
6.6. Any SEO work that SEOPro NZ Ltd undertakes may be detrimentally affected if You have:
- Employed the services of another SEO Company or any other related company to work on the website during the same period, or
- Employed the services of a search engine submission company during the same period, or
- Created any duplicate sites, duplicate content or pages, redirects or doorway pages, or
- Requested or exchanged links with link farms or undertaken any spamming techniques which may harm the website’s ranking with Google, or
- Attempted to use any other techniques, whether allowed by Google or not, to attempt to increase the SEO ranking of the site, or
- Any other additional SEO or SEO related activity.
SEOPro NZ Ltd will notify you of such instances and help you set a strategy to fix any negative impact certain techniques may have caused for your site in the search engines.
6.7. SEOPro NZ Ltd will not be held responsible for reaching any agreed upon targets if You have attempted to complete any of the above listed tactics (see 6.3.)
- To that effect SEOPro NZ Ltd requests that You inform SEOPro NZ Ltd in writing if any of the above has been undertaken either currently or prior to the appointing of SEOPro NZ Ltd. If any such work has been undertaken SEOPro NZ Ltd will not be held responsible for any agreed targets or guarantees and in such circumstances SEOPro NZ Ltd reserves the right to withdraw its obligations to the client.
- It is agreed and understood that any activities undertaken by You (or by any third party on Your behalf) which is in relation to or similar to the Works, including without limitation any modification of the Works or the website or the use of or inclusion of any third party product or service which might relate to the Works shall interfere with the provision of the Works by SEOPro NZ Ltd and affect the results, outcomes and positions in search engines. All such things should be discussed with SEOPro NZ Ltd prior to implementation and You shall not implement the same without the prior written consent of SEOPro NZ Ltd.
- SEOPro NZ Ltd may make void any campaign and render all of the outstanding balance payable should it be discovered that You have participated in actions considered undesirable (spamming) by the search engines, such as hidden links, links to link-farms, FFA link pages, redirect or cloaking techniques, submissions of the web pages of the site to the search engines, search directories or other websites without the consent of SEOPro NZ Ltd, used automated website submission software or automated reciprocal link programs.
6.8. SEOPro NZ Ltd may provide hosting advice and will not be held liable for not achieving agreed upon goals in the event that such advice is not taken. 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 neighbourhood’ or for reasons of optimisation, SEOPro NZ Ltd may request the client to change hosting provider.
6.9. SEOPro NZ Ltd cannot be held responsible for problems or additional costs arising due to any errors made by third parties, or failure to maintain a current copy of your own website.
7. Intellectual Property
7.1. Except as expressly stated elsewhere in this Agreement, this Agreement does not grant You any rights in the SEO service and all rights are reserved by SEOPro NZ Ltd. You acknowledge and agree that the SEO service and procedure, the names and logos of SEOPro NZ Ltd and all related product and service names, are the sole and exclusive property of SEOPro NZ Ltd and its affiliates.
8. Fees and Payment
8.1. Fees will be billed in advance on a Monthly cycle in our selected currency (New Zealand dollar) for Services in New Zealand, for international customers the monthly fees will be billed in United States dollar. International clients will be billed and pay their subscriptions using PayPal payment gateway. The Fees are based on the volume package you select and any excess fees for add-ons to the campaign cycle. You are responsible for reviewing the Fee Schedule from time to time and remaining aware of the Fees charged by SEOPro NZ Ltd. The Fee Schedule, for both standard subscriptions and excess fees, is subject to change at any time at SEOPro NZ Ltd’s discretion. SEOPro NZ Ltd will notify you in writing prior to the effectiveness of any change to the fee schedule. In many cases, existing subscribers will be able to retain current pricing for 12 months, but that is also at SEOPro NZ Ltd’s sole discretion.
8.2. Where Search Engines require 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 campaign that has been purchased. Where registration fees are required SEOPro NZ Ltd 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 campaign that has been purchased.
9. Responsibilities and Restrictions
9.1. This is an Agreement for Services, and you are not granted a license to any software by this Agreement. You will not, directly or indirectly: reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of, or found at or through the Services or any software, documentation, or data related to the Services (“Software”); remove any proprietary notices or labels from the Services or any Software, modify, translate, or create derivative works based on the Services or any Software; or copy, distribute, pledge, assign, or otherwise transfer or encumber rights to the Services or any Software. Unless you are expressly authorised by SEOPro NZ Ltd, you may not display, copy, reproduce, or distribute the Software, any component thereof, any documentation provided in connection with the Services or the Software. Violation of these restrictions may result in the termination of this Agreement and legal action.
9.2. You acknowledge and agree that the Services and the SEOPro NZ Ltd company names and logos and all related product and service names, design marks and slogans, are the property of SEOPro NZ Ltd or its affiliates or suppliers (collectively, the “Marks”). You are not authorised to use any of the Marks in any advertising, publicity or any other commercial manner without the prior written consent of SEOPro NZ Ltd. Your use of the Services confers no title or ownership in the Services, the Software or the Marks and is not a sale of any rights in the Services, the Software or the Marks.
9.3. The Services may only be used for lawful purposes. Transmission or solicitation of any material that violates New Zealand laws or your country and local area laws is prohibited.
9.4. In using the varied features of the Services, you may provide information (such as name, address, contact information, and other registration information) to SEOPro NZ Ltd. SEOPro NZ Ltd may use this information and any technical information about your use of the Services to tailor its presentations to you, facilitate your movement through the Service, or communicate separately with you. SEOPro NZ Ltd will not provide information to companies you have not authorised for that purpose unless required by law or if you are terminated from SEOPro NZ Ltd due to unsolicited commercial email being sent from your account.
9.5. You agree to complete and return an SEO Setup Form which will include details of your competition, your selection of keywords, for analysis and subsequent final approval and your Administration to the website and Server, cPanel or FTP access to the website details within 2 weeks of signing the agreement. In the event that this is not provided SEOPro NZ Ltd reserves the right to start the service based on the information available on the website.
10. Termination of SEO campaigns
10.1. Unless otherwise specified elsewhere, You may terminate this Agreement at any time by providing 30 days notice in writing, however the minimum period this agreement can run is 6 months. There are no refunds for any fees paid and You are responsible to pay the total amount of fees due over the minimum 6 month period. The minimum cost of this agreement is the Setup plus 4 x Monthly Fees. Termination will only be effective 30 days after receipt of your cancellation. If the monthly anniversary falls within the 30 day notice period, the next monthly fee will be due in full, as the agreement can only cease at midnight the day before the monthly anniversary. Unless advised in writing this agreement, the Service and the fees will continue indefinitely.
10.2. SEOPro NZ Ltd may terminate this Agreement or the Services, or disable your account, in each case at any time with or without cause, and with or without notice. SEOPro NZ Ltd shall have no liability to you or any third party because of such termination or action.
11. Warranty Disclaimer; Remedies
USE OF THE SERVICES AND ANY RELIANCE BY YOU UPON THE SERVICES, INCLUDING ANY ACTION TAKEN BY YOU BECAUSE OF SUCH USE OR RELIANCE, IS AT YOUR SOLE RISK. SEOPRO NZ LTD DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. THE SERVICES ARE PROVIDED “AS IS” AND SEOPRO NZ LTD DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
Your exclusive and sole remedy for any failure or non-performance of the Services shall be for SEOPro NZ Ltd to use commercially reasonable efforts to adjust or repair the Services.
12. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT, CONTRACT, OR OTHERWISE, SHALL SEOPRO NZ LTD OR ANY OF ITS UNDERLYING SERVICE PROVIDERS, BUSINESS PARTNERS, INFORMATION PROVIDERS, LICENSORS, OFFICERS, DIRECTORS, ACCOUNT PROVIDERS, EMPLOYEES, DISTRIBUTORS OR AGENTS (COLLECTIVELY REFERRED TO FOR PURPOSES OF THIS SECTION AS “SEOPRO NZ LTD”) BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY MONEY DAMAGES, WHETHER DIRECT, INDIRECT, SPECIAL, INCIDENTAL, COVER, RELIANCE OR CONSEQUENTIAL DAMAGES, EVEN IF SEOPRO NZ LTD SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY. IN THE EVENT THAT NOTWITHSTANDING THE FOREGOING, SEOPRO NZ LTD IS FOUND LIABLE TO YOU FOR DAMAGES FROM ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE), THE LIABILITY OF SEOPRO NZ LTD TO YOU WILL BE LIMITED TO THE AMOUNT YOU PAID FOR THE SERVICES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU.
13.1. SEOPro NZ Ltd and you agree that the Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications, and other understandings relating to the subject matter of the Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No delay or omission by either party in exercising any right or remedy under this Agreement or existing at law or equity shall be considered a waiver of such right or remedy.
13.2. If any provision of the Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.
13.3. No partnership, agency, joint venture, or employment is created as a result of the Agreement, and you do not have any authority of any kind to bind SEOPro NZ Ltd in any respect whatsoever.
13.4. In any action or proceeding to enforce rights under the Agreement, SEOPro NZ Ltd will be entitled to recover its costs and solicitors fees.
13.5. It is the intention of the parties to this Agreement that this Agreement and the performance under this Agreement, and all suits and special proceedings under this Agreement, be construed in accordance with and governed, to the exclusion of the law of any other forum, by the laws of New Zealand, without regard to the jurisdiction in which any action or special proceeding may be instituted.
13.6. You accept that if you do not provide SEOPro NZ Ltd with Server, cPanel, FTP or CMS login details of your website the performance of the service will be adversely affected as this forms an integral part of the success of the service.
14. Debtor Policy
14.1. Default & Consequences Of Default
Late payment fees on overdue accounts shall accrue from the date when payment becomes due at a rate of $65.00+gst per calendar month and shall accrue at such a rate after as well as before any judgement. If You default in payment of any invoice when due, You will indemnify SEOPro NZ Ltd from and against all of SEOPro NZ Ltd’s costs and disbursements including on a solicitor and own client basis and in addition all costs of collection.
14.2. Without prejudice to any other remedies SEOPro NZ Ltd may have, if at any time You are in breach of any obligation (including those relating to payment), SEOPro NZ Ltd may suspend or terminate the supply of Goods to the Buyer and any of its other obligations under the terms and conditions. SEOPro NZ Ltd will not be liable to You for any loss or damage You suffer because the SEOPro NZ Ltd exercised its rights under this clause.
14.3. If any account remains unpaid by the next monthly anniversary after supply of the goods or services the following shall apply: An immediate amount of $65.00+gst shall be levied for administration fees which sum shall become immediately due and payable.
14.4. In the event that:
- Any money payable to SEOPro NZ Ltd becomes overdue, or in SEOPro NZ Ltd’s opinion You will be unable to meet payments as they fall due; or
- You become insolvent, convene a meeting with your creditors or proposes or enters into an arrangement with creditors, or makes an assignment for the benefit of its creditors; or
- A receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of You or any asset of You; then SEOPro NZ Ltd shall be entitled to cancel all or any part of any order from You which remains unperformed in addition to and without prejudice to any other remedies; and
- All amounts owing to SEOPro NZ Ltd shall, whether or not due under these terms and conditions SEOPro NZ Ltd may take any lawful steps to require payment of the amounts due and the total minimum amount due under this agreement.
SEOPro NZ Ltd can issue proceedings to recover the minimum amount due under this agreement notwithstanding that ownership of the Goods may not have passed to You.
15. Cancellation and Refunds
15.1. Once an order has been accepted by SEOPro NZ Ltd, the client will be responsible for full payment of all fees related to the Service/Web Design/Web Development/Product/Campaign. An order can be in the form of a verbal agreement, instant message, txt message, email, letter or contact enquiry form. Any contracts for the Service/Web Design/Web Development/Product/Campaign do not require a signature from the client, any form of agreement from the client to advise SEOPro NZ Ltd to commence work is seen as a contract. All proposals for any Service/Web Design/Web Development/Product/Campaign once signed or agreed to verbally or by instant message, txt message, email, letter or contact enquiry form become contracts to commence work on the project and it is assumed you have agreed to these terms & conditions.
15.2. If the client cancels the Service/Web Design/Web Development/Product/Campaign for any reason (other than as a consequence of Company’s material breach of this Agreement), all fees for the remainder of the scheduled Service/Web Design/Web Development/Product/Campaign shall be immediately due and payable, and all pre-paid fees shall be forfeited. Back-up copies of the website/s, website development, projects, adverts, graphic designs, campaigns, pages, custom features or anything that SEOPro NZ Ltd has been contracted to provide are only kept for a maximum of two (2) weeks, after this period has expired it is not up to SEOPro NZ Ltd to provide copies of the website/s, database/s, designs, content, images or any part of the project undertaken for the client. To re-install after this period will mean a complete rebuild of the project which will be at the cost of the client. The price shall be at the current pricing structure of SEOPro NZ Ltd.
15.3. SEOPro NZ Ltd reserve the right to cancel any order for any Service/Web Design/Web Development/Product/Campaign for any reason at our sole discretion including if it feels the client has not lived up to or breached the agreement on which the project was undertaken. A maximum of two weeks (10 business days) notice shall be given. All outstanding money owed by the client to SEOPro NZ Ltd shall be immediately due and payable, and all pre-paid fees shall be forfeited.
16. Disclaimers and Limitations on Liability
16.1.SEOPro NZ Ltd shall not be responsible for URLs dropped or excluded by a search engine for any reason.
16.2. SEOPro NZ Ltd shall not be responsible for delays or failure of performance resulting from Internet Service Provider delivery problems or failure, or any communication or delivery problems associated with Client’s receipt of the Account Service data.
16.3. SEOPro NZ Ltd shall not be responsible for acts or causes beyond their control, including but not limited to: acts of God, strikes, lockouts, communications line or equipment failures, power failures, earthquakes, or other disasters.
16.4. SEOPro NZ Ltd do not represent or warrant that Customers’ URLs will achieve a favourable position, or any position, within a particular search engine.
16.5. SEOPro NZ Ltd do not warrant or represent that the use or the results of the use of the materials available through the SEOPro NZ Ltd Services or from third parties will be correct, accurate, timely, reliable or otherwise.
16.6. You expressly agree that use of the SEOPro NZ Ltd Services provided hereunder is at your sole risk. These Services are provided on an “as is” and “as available” basis. SEOPro NZ Ltd expressly disclaim all warranties of any kind, express or implied, including without limitation any warranty of merchantability, fitness for a particular purpose or non-infringement.
16.7. Notwithstanding the security precautions taken against disclosure of information, there are certain conditions that exist on the Internet generally which are outside SEOPro NZ Ltd’ control and could result in a breach of security. Accordingly, SEOPro NZ Ltd cannot guarantee that Your Account Service data information will be free from corruption or piracy.
16.8. You hereby expressly waive any claim against SEOPro NZ Ltd arising out of the loss of data through corruption, piracy, breach of security or for any other reason that is not based on intentional or grossly negligent actions of SEOPro NZ Ltd.
16.9. SEOPro NZ Ltd will not be liable for any printing costs on any documents, images, flyers, brochures, pdf’s, books or any other form that have been printed. It is up to the client to check things like images, wording, spelling and grammar before printing is done. Once approval has been received by us to send data to a printer it is understood the the client has proofread everything and agreed to everything that it is correct and ready for print.
16.10. To the maximum extent allowed by law, SEOPro NZ Ltd and any of their parents, members, subsidiaries, affiliates, service providers, licensors, officers, directors or employees shall not be liable for any direct, indirect, special, incidental or consequential damages (no matter how they arose, including negligence, or for interrupted communications, lost data or lost profits, arising out of or in connection with the Services provided hereunder. Further, SEOPro NZ Ltd will not have any liability for any losses arising because the SEOPro NZ Ltd’ Services are not operational or accessible. This section does not limit liability for bodily injury of a person.
17. Database, Application and E-Commerce Development
17.1. SEOPro NZ Ltd cannot take responsibility for any losses incurred by the use of any software that was recommended to, sold to or created for the client. Whilst every care has been taken to ensure products are problem free and accurate, the ultimate responsibility lies with the client in ensuring that all software is functioning correctly before use.
17.2. Any scripts, cgi applications or software (unless specifically agreed) written by SEOPro NZ Ltd remain the copyright of SeoPro NZ and may only be commercially reproduced or resold with the permission of SEOPro NZ Ltd.
17.3. Where applications or sites are optimised or developed on servers not recommended by SEOPro NZ Ltd, the client is expected to provide or seek any information, additional software, support or co-operation pertaining to the server required in order for the application to be correctly developed.
17.4. The client is expected to test fully any application or programming relating to a site developed by SEOPro NZ Ltd before being made generally available for use. Where “bugs”, errors or other issues are found after the site is live, SEOPro NZ Ltd will endeavour (but is not obliged to) to correct these issues to meet the standards of function outlined in the brief.
18.1. SEOPro NZ Ltd will endeavour to ensure that any optimised / designed site or application will function correctly on the server it is initially installed in, however SEOPro NZ Ltd can offer no guarantees of correct function with all browser software.
19. Website Hosting
19.1. Whilst SEOPro NZ Ltd can host your website or recommend hosting companies to host your website, no guarantees can be made as to the availability or interruption of this service by SEOPro NZ Ltd, also SEOPro NZ Ltd cannot accept liability for losses caused by the unavailability, malfunction or interruption of this service, or for loss of turnover, sales, revenue, profits or indirect, consequential or special loss.
19.2. Website hosting is non-refundable. Once an order has been accepted by SEOPro NZ Ltd, the client will be responsible for full payment of all fees related to the website hosting service. If the client cancels the website hosting service for any reason (other than as a consequence of the company’s gross negligence in hosting their website/s), all fees for the remainder of the scheduled service shall be immediately due and payable, and all pre-paid fees shall be forfeited. A minimum of one (1) month notice shall be given to cancel website hosting, this must be given in writing via email, no cancelations will be actioned until we have an email confirmation to do so. The month will be started at the beginning of the next calendar month from when the email is received for the cancelation of website hosting services.
19.3. Charges will apply when transferring websites off the SEOPro NZ Ltd servers, this is to pay for the time involved in downloading and backing up any websites & databases. The hourly rate for this is the standard $120 + gst per hour, there is no set price for this, it is solely determined on time taken to do the service. All fees for this must be paid in full before websites & databases are released.
19.4. SEOPro NZ Ltd reserve the right to refuse to handle in any way, material which may be deemed offensive, illegal or in any way controversial, and also to terminate the free hosting service should the necessity arise.
19.5. SEOPro NZ Ltd runs secure servers that are kept up to date with the latest security enhancements, however if individual websites are not kept up to date as well they can create security vulnerabilities that can affect the server. It is up to the owner of the website to keep it up to date and to cover the cost of doing so. If in our monthly security scans we find that a site is not up to date then SEOPro NZ Ltd reserve the right to automatically update websites hosted at the owners expense, this is to keep the server secure for all websites hosted on there but also to maintain a secure and optimum website for the client. The cost of this is the standard hourly rate of $120 + gst per hour.
19.6. If the client refuses to pay for the service then the website will be put into a quarantine maintenance mode (For a maximum of two weeks, 10 business days) or until payment is received in full, If payment still has not been received within this period of time SEOPro NZ Ltd reserves the right to delete, sell or use the website created for any purpose it sees fit to. SEOPro NZ Ltd does not need to hold backups of the website or the database after this time, it is up to SEOPro NZ Ltd whether a backup of the website and database will be kept, automatic backups on the server will stop immediately once the website has been put into the quarantine maintenance mode. To re-instate the website and database charges are worked out on an hourly rate of $120 + gst per hour, there is no set price for this, it is solely determined on time taken to do the service.
20. Payment of Accounts
20.1. A deposit is required from any new client before any work is carried out. Regular progress payments must be made at particular stages of development determined by SEOPro NZ Ltd. Any websites, website development, projects, adverts, graphic designs, campaigns, pages, custom features or anything that SEOPro NZ Ltd get contracted to provide will remain the sole property of SEOPro NZ Ltd until full and final payments have been received for the work/service carried out.
20.2. It is the SEOPro NZ Ltd policy that any outstanding accounts for work carried out by SEOPro NZ Ltd or its affiliates are required to be paid in full, no later than 7 days from the date of the invoice unless by prior arrangement with SEOPro NZ Ltd.
20.3. Once a deposit is paid and work completed you are obliged to pay the balance of the account in full. Payments for any website development work/service carried out must be made in full before the website or work on it is made live on the clients domain, unless by prior arrangement has been made between SEOPro NZ Ltd and the client. (It is up to the discretion of SEOPro NZ Ltd whether work/services will be released before final payment has been received). We will contact clients via email and telephone to remind them of such payments if they are not received when due.
20.4. If accounts are not settled on the due date, access to the website may be denied and web pages removed, we will then pass such cases to Debt Collectors and or our Solicitors to pursue payment. The client will be liable for all associated debt collection, legal costs and all costs derived from obtaining original amount owed, this will include, all printing, stationary costs, vehicle expenses, administration, lodging the debt, time associated with getting claims sorted out, time taken to present case in court including travel to and from court. The charge for time will be the standard hourly rate of $120 + gst per hour. A minimum of 8 hours will be charged for administration expenses to collect the outstanding debt.
20.5. All associated development costs to re-install the website after payment is received will be charged to the client, this includes administration, server set-up, domain set-up, developer expenses and project management. The charges will be at the standard hourly rate of $120 + gst per hour.
20.6. Back-up copies of the website/s, website development, projects, adverts, graphic designs, campaigns, pages, custom features or anything that SEOPro NZ Ltd has been contracted to provide are only kept for a maximum of two (2) weeks, after this period has expired it is not up to SEOPro NZ Ltd to provide copies of the website/s, database/s, designs, content, images or any part of the project undertaken for the client. To re-install after this period will mean a complete rebuild of the project which will be at the cost of the client. The price shall be at the current pricing structure of SEOPro NZ Ltd.
20.7. If SEOPro NZ Ltd has purchased domain names on behalf of the client that have not been paid for in full, they will remain on the SeoPro NZ server until paid for, no transfer code (UDAI) will be given out until payment has been received in full.
20.8. On all outstanding accounts/invoices there will be a minimum $65 + gst or 10% late payment fee added, whichever is higher, to the original amount of the invoice plus 2.5% interest per month will be added. Late payment fees will be added to individual invoices, not just the overall amount owing on the monthly statement, as each invoice is billed at separate times and should therefore be paid separately as SEOPro NZ Ltd does not supply set day monthly accounts.
21. Account Closure
21.1. All associated costs for website/s, website development, projects, adverts, graphic designs, campaigns, pages, custom features or anything that SEOPro NZ Ltd has been contracted to provide must be immediately paid in full. Written advice from the client must be given at least one month in advance. Back-up copies of the website/s, website development, projects, adverts, graphic designs, campaigns, pages, custom features or anything that SEOPro NZ Ltd has been contracted to provide are only kept for a maximum of two (2) weeks, after this period has expired it is not up to SEOPro NZ Ltd to provide copies of the website/s, database/s, designs, content, images or any part of the project undertaken for the client. To re-install after this period will mean a complete rebuild of the project which will be at the cost of the client. The price shall be at the current pricing structure of SEOPro NZ Ltd. If accounts are not settled on the due date we will then pass such cases to Debt Collectors and or our Solicitors to pursue payment. The client will be liable for all associated debt collection, legal costs and all costs derived from obtaining original amount owed, this will include, all printing, stationary costs, vehicle expenses, administration, lodging the debt, time associated with getting claims sorted out, time taken to present case in court including travel to and from court. The charge for time will be the standard hourly rate of $120 + gst per hour. A minimum of 8 hours will be charged for administration expenses to collect the outstanding debt.
22. Complaints Procedure
Anyone who experiences a problem with the web service provided by SEOPro NZ Ltd should raise the matter directly using our online contact form to do so, giving sufficient information to locate the material (such as a url) and clearly outlining the grounds for complaint.
SEOPro NZ Ltd will approach the individual responsible for the material in question with a view to resolving the matter to the satisfaction of the complainant.
NOTE: YOUR SIGNATURE ON A PRINTED COPY OF THIS AGREEMENT IS NOT REQUIRED. YOUR USE OF OUR 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.