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SEO Terms & Conditions

SEO Agreement

This Search Engine Optimization and Reporting Agreement (“Agreement”) is hereby entered into between you, your employees and agents (collectively “Client”) and applies to the purchase of all Search Engine Optimization services and reporting services (hereinafter collectively referred to as “SEO Services”) ordered by the Client as clearly stipulated in the Quotation.

SEO Services

SEO Services – Web Club agrees to provide the Client with SEO Services as described in this Agreement. Web Club is also authorized to use the specific keywords and/or phases provided by the Client for development, improving the ranking of, and/or positioning the contents of the Client’s URL(s) in search engines and/ or directories. Web Club intends to provide the Client with preferential positioning in selected search engines and report results on an ongoing and timely basis. Web Club will also endeavor to assist with further aspects of SEO Services as part of the packages listed below and in the form of consultation, guidance and proper SEO practices. This may involve updates to industry practices, new trends in online marketing, business trends and search engine algorithm updates. We may also engage in promotional offers and opportunities for either group markets or individual clients. These will be clearly noted in the proposal and quote.

SEO Services include:

  1. Research keywords and phrases to select appropriate, compatible and relevant search terms.
  2. Submit website pages to search engines and directories as set forth in this Agreement.
  3. Modify the title tags, meta tags, content, HTML code, URLs and other on-page factors.
  4. Create positioning reports showing rankings in the major search engines and under which keywords.
  5. Assign and submit to a range of third party websites and directories as follows.
  6. Directories, social bookmarking, social networking, classifieds, video posting, blog commenting,
    blog posting, forum posting, RSS feeds, profile posting, image posting and links wheels.
  7. Web Club will review and analyze a range of keywords and phrases on behalf of the Client for the purpose for fulfilling the SEO Service
  8. Adwords account management, facilitation, updating and reporting using the Google Adwords services and systems.
  9. Web Club will also provide reports either monthly or on request relative to the results and changes to Search Engine rankings.

SEO Content

As part of the SEO process we will write general articles and press releases relating to your site or industry. Videos will also be made form these articles. These will be submitted to many directories throughout the internet.

The nature of these articles will be fairly general and will not give any promise or make any claim notal-ready on the Client’s website. You can also provide your own videos and press releases as well should you wish.

The purpose of the articles and to a lesser degree the press releases is to build up backlinks to your site. This will result in more links, and better ranking in the search engines. These articles themselves are unlikely to provide any direct traffic to your site as this is not their function.

However, some of the processes such as bookmarking and twitter will provide some direct targeted traffic.

None of the SEO methods used will cause your site to be penalized or sandboxed. You may see what is sometimes called the “Google dance” where rankings drop down suddenly for a week or so only to return back only in a new higher position. Google does this sometimes!

SEO Performance

SEO is not an exact science. The methods and procedures we use have proven to be highly effective however Google, Yahoo and Bing will always ultimately decide your website’s rankings. Regular search engine updates including bidding strategies, polices, algorithms and more can prohibit our ability, to obtain certain rankings.

We can work with our proven methods and effectively increase rankings as we are aware of what these search engines require from a site and provide them with these things. We can also confidently predict we can achieve a page one ranking for many relevant terms. We cannot ever guarantee a specific or exact position within page one on any search engine.

Also search engine algorithms do change over time. New competitors enter into the market. As a result, should the SEO services end and not be continued, any ranking positions achieved will be remain stable for a period of time measurable in months to a few years and then begin to fall – though possibly quite slowly depending on your market. Ideally SEO marketing should be an ongoing activity you engage in even after we have completed your project for you. (We are happy to be contracted to keep on looking after your website for you).

Client Responsibilities

To provide Web Club with FTP access to its web sites for uploading new pages, and making changes for the purpose of SEO Services optimization or approval to go through a third party. To authorise Web Club use of all Client’s logos, trademarks, website images, etc., for use in creating informational pages and any other uses as deemed necessary by Web Club for search engine positioning and optimization.

That if the Client’s website(s) is light in textual content the client will provide additional relevant text con-tent in electronic format for the purpose of creating additional web pages. The Client agrees to provide all required website content, for example “articles” about each of their keyword phrases, information pertaining to all aspects of the keywords and any relevant material.

Search Engines – Selected search engine submissions include the following but may also include other search engines on demand or by default:

  • – Google
  • – Yahoo
  • – Bing

Client Acknowledges

Web Club has no control over the policies of search engines or directories with respect to the type of sites and/or content that they accept now or in the future. The Client’s website(s) may be excluded from any search engine or directory at any time at the sole discretion of the search engine or directory entity.Web Club will resubmit those pages that have been dropped from the index.

Some search engines and directories may take as long as two (2) to four (4) months, and in some cases longer up to (12) months, after submission to list the Client’s website(s). Occasionally, search engines and directories will stop accepting submissions for an indefinite period of time. Occasionally, search engines and directories will also drop listings for no apparent or predictable reason. Often, listings will “reappear” without any additional submissions. Should the listing not reappear, Web Club will not under any circumstances take responsibility for such results or outcome. Web Club will however re-submit the website(s) based on the current policies of the search engine or directories in question.

Web Club will perform extensive research and analysis on behalf of the Client as part of the SEO Service and to further evaluate relevant keywords or phrases. This process involves accessing third party traffic, competition and other data and Web Club will not take any responsibility on the accuracy and validity of this data. Web Club will submit all information extracted as part of the SEO Service to which the Client, must also approve as part of the initial Quotation. Should either the Client of Web Club request a change to the level, amount and types of Keywords either before or during the SEO Services, an additional written submission by Web Club, will be provided, for the Client re-approval.

Some search engines and directories offer expedited listing services for a fee. Web Club encourages the Clients to take advantage of these expedited services, should they provide value. In this instance the Client is responsible for all expedited service fees.

Website Changes– Web Club is not responsible for changes made to the Client’s website(s) by any other parties that adversely affect the search engine or directory rankings of the Client’s website(s). This may involve access to admin sections to update content or images and or may include other parties out-side of Web Club affecting the website’s architecture or on page SEO structure.

Additional Services– Additional services not listed herein will be provided for a fee of $60.00 per hour. Web Club is not responsible for developing new content, data, images, information or writing new copy for the Client. The Client will be charged an additional fee for writing content, based on the hourly rate of $90.00 per hour.

Indemnification – The Client shall indemnify and hold harmless Web Club (and its subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees) from any and all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses) incurred by Web Club as a result of any claim, judgment, or adjudication against Web Club related to or arising from (a) any photographs, illustrations, graphics,
audio clips, video clips, text, data or any other information, content, display, or material (whether written, graphic, sound, or otherwise) provided by client to Web Club(the “Client Content”), or (b) a claim that Web Club’s use of the client content infringes the intellectual property rights of a third party. To qualify for such defense and payment, Web Club must: (i) give the Client prompt written notice of a claim; and (ii) allow the Client to control, and fully cooperate with the Client in, the defense and all related negotiations.

Web Club SEO Packages

1. Web Club: Standard

We provide a monthly service as part of this Agreement with a view to selecting the stated number of keywords or phrases (10). We may also compile and review additional keywords or phrases or more high value keywords relating to your website services/products. There will be an SEO list of keywords or phrases compiled that we work from and the Client will be given an opportunity based on this package, to add or remove key phrases before we start, or even during the process. If changes are done during the SEO
campaign and process, we will not take any responsibility for the loss of rankings or changes from the existing structure or strategy. We will endeavour but not guarantee that from the SEO list compiled will achieve several top ten rankings for your site in Google whilst other search engines, may or may not index organically. Clients will receive Google reports and updates accordingly and monthly, to ensure that the required results are communicated and assessed. The keyword lists can be modified based on this package to reflect new products or company direction but ideally, the selected keywords/phrases will be the targets,
for the entirety of this campaign You will be provided with a monthly search engine standing report so you can check and verify the results for yourself. We cannot guarantee or generate traffic for your website or the exact value for the increase in traffic, to your business or campaign. This SEO Service typically generates organic traffic to increase your websites statistics, each and every month of SEO work. Costs for this package will be will be a $500 set up fee and $50 per keyword per month or on a pre-arranged price agreement, which will be clearly included in the Quotation. This is a month to month arrangement and can
be terminated at any time by giving 30 days notice.

2. Web Club: Professional

We provide a monthly service as part of this Agreement with a view to selecting the stated number of keywords or phrases (25). We may also compile and review additional keywords or phrases or more high value keywords relating to your website services/products. There will be an SEO list of keywords or phrases compiled that we work from and the Client will be given an opportunity based on this package, to add or remove key phrases before we start, or even during the process. If changes are done during the SEO campaign and process, we will not take any responsibility for the loss of rankings or changes from the existing structure or strategy. We will endeavour but not guarantee that from the SEO list compiled will achieve several top ten rankings for your site in Google whilst other search engines, may or may not index organically. Clients will receive Google reports and updates accordingly and monthly, to ensure that the required results are communicated and assessed. The keyword lists can be modified based on this package to reflect new products or company direction but ideally, the selected keywords/phrases will be the targets,
for the entirety of this campaign You will be provided with a monthly search engine standing report so you can check and verify the results for yourself. We cannot guarantee or generate traffic for your website or the exact value for the increase in traffic, to your business or campaign. This SEO Service typically generates organic traffic to increase your websites statistics, each and every month of SEO work. Costs for this package will be will be a $1,000 set up fee and $40 per keyword per month or on a pre-arranged price agreement, which will be clearly included in the Quotation. This is a month to month arrangement and can
be terminated at any time by giving 30 days notice.

3. Web Club: Enterprise:

We provide a monthly service as part of this Agreement with a view to selecting the stated number of keywords or phrases (50). We may also compile and review additional keywords or phrases or more high value keywords relating to your website services/products. There will be an SEO list of keywords or phrases compiled that we work from and the Client will be given an opportunity based on this package, to add or remove key phrases before we start, or even during the process. If changes are done during the SEO
campaign and process, we will not take any responsibility for the loss of rankings or changes from the existing structure or strategy. We will endeavour but not guarantee that from the SEO list compiled will achieve several top ten rankings for your site in Google whilst other search engines, may or may not index organically. Clients will receive Google reports and updates accordingly and monthly, to ensure that the required results are communicated and assessed. The keyword lists can be modified based on this package to reflect new products or company direction but ideally, the selected keywords/phrases will be the targets,
for the entirety of this campaign You will be provided with a monthly search engine standing report so you can check and verify the results for yourself. We cannot guarantee or generate traffic for your website or the exact value for the increase in traffic, to your business or campaign. This SEO Service typically generates organic traffic to increase your websites statistics, each and every month of SEO work. Costs for this package will be will be a $2,000 set up fee and $25 per keyword per month or on a pre-arranged price agreement, which will be clearly included in the Quotation. This is a month to month arrangement and can
be terminated at any time by giving 30 days notice.

4. Web Club Ongoing:

We provide a pre-arranged ongoing service as part of this Agreement with a view to selecting any number of keywords or phrases ranging between 5 – 100. We will also compile and review additional keywords or phrases or more high value keywords relating to your website and services/products. There will be the SEO Service list that we work from and the Client will be given every opportunity at any time, to add or remove key phrases before we start, or even during the process. If changes are done during the SEO Service and process, then we will not take any responsibility for loss of rankings or changes in the structure of the strategy. We will endeavour but not guarantee that from this SEO list, that we will achieve several top ten rankings for your site in Google, Yahoo or Bing. Should we achieve top ten targets you will receive updates accordingly to ensure the required results are communicated. These keyword lists can be modified slightly to reflect new products or company direction but ideally, they will be the target phrases for the entirety of this campaign You will be provided with a monthly search engine standing report so you can check and verify the results for yourself. Whilst we cannot guarantee traffic and exact value for the increase in traffic that these ten page one positions will add, the SEO Service typically expect organically generates traffic to increase for each and every month of SEO work. Costs for this package will be pre-negotiated per month or on a pre-arranged price agreement, clearly included in the Quotation. This is an ongoing arrangement and cannot be terminated until agreed by both parties and at the discretion of Web Club with no stated period prescribed.

5. Web Club: Adwords:

We provide a Google Adwords service as part of this Agreement with a view to selecting any number of keywords or phrases in line with the Google Adwords keyword planner platform and Adwords service platform. We may also compile and review additional keywords or phrases of more high value keywords relating to your website and services/products. There will be the SEO Service list of keywords or phrases that we work from and the Client will be given every opportunity at any time, to add or remove key phrases before we start, or even during the process. If changes are done during the SEO Adwords Service and process, then we will not take any responsibility for loss of revenue or changes in the structure or strategy. We will endeavour but not guarantee that from this SEO Adwords list, will achieve best possible outcomes, for your site in Google.. These keyword lists can be modified slightly to reflect new products or company direction but ideally, they will be the target phrases for the entirety, of this Adwords campaign You will be provided with a monthly Google Analytics report so you can check and verify the results for yourself. Whilst we cannot guarantee traffic and exact value for the increase in traffic, the SEO Service typically expects Google Adwords to generate required traffic and based on budget. Costs for this package will be a $1,000 set up fee and a $500 per month Adwords management fee, excluding Google CPC(Cost Per Click charges monthly. This is monthly arrangement and cannot be terminated until the last day of the stated period. Please also review Google’s Terms and Conditions here https://support.google.com/adwordspolicy/answer/54818?hl=en-AU

Third Party Relations

  1. Web Club shall be permitted to engage and/or use third party contractors and third party resources or other providers as independent software application or contractors in connection with the development of Web Club Packages. Notwithstanding, the contractor shall remain fully responsible for such compliance with the Terms and Conditions of this Agreement and will have
    signed a binding Non Disclosure Document with Web Club Management, prior to commencement of all tasks associated with Web Club SEO Packages & Services. Contractors are totally independent and not an employee of Web Club or any company affiliated with Web
    Club.
  2. Contractors shall provide and maintain Web Club Packages under the general direction of Web Club Management and the Client, but the contractor has the right and shall determine in their sole discretion, the manner and means by which the tasks and requirements to fulfil Web Club SEO Packages, are accomplished. This Agreement does not create a partnership or joint venture and neither party is authorized to act as agent or bind the other party, except as expressly stated in this Agreement and Non Disclosure Document. The contractor and the work requisitioned should pre-pare such tasks as directed by Web Club Management and the Client shall not be deemed a work for hire.
  3. All rights if any, granted to the contractor are contractual in nature and are wholly defined by the Non Disclosure Document and the various Terms and Conditions of this Agreement. All Third Party Materials are the exclusive property of their respective owners. Contractors shall inform Web Club of all Third Party Materials and resources that may be required to perform
    development work on the Web Club Packages or otherwise integrated into the Web SEO Club Packages. Under such circumstances the contractor shall inform Web Club of any need to license such Third Party Materials are at the Client expense, and unless otherwise provided for by the contractor. In this instance Web Club shall inform the Client of the need to obtain such license(s) necessary to permit the Client’s use of the Third Party Materials consistent with the usage rights granted herein.
  4. In the event the Client fails to properly secure or otherwise arrange for any necessary licenses or instructs the use of Third Party Materials, the Client hereby indemnifies, saves and holds harmless Web Club from any and all damages, liabilities, costs, losses or expenses arising out of any claim, demand, or action by a third party arising out of the Client’s failure to obtain copyright, trademark, publicity, privacy, defamation or other releases or permissions with respect to materials and re-sources applied in the Web Club SEO Package.
  5. The contractor also expressly acknowledges that this Agreement does create an exclusive relationship between the contractor and the Client.

Fees & Charges

Limitations on Refunds and Cancellation Fees – the Client agrees to pay Web Club any and all fee(s) as billed in accordance with this Agreement and the Quotation based on the Web Club SEO Package. The fee(s) must be received prior to the start of any SEO Services and as agreed upon by the terms of the Quotation or In-voice. The Client further agrees that in the event of any termination of this Agreement by the Client, no refunds shall be given under any circumstances whatsoever. The Client further agrees to pay upon cancellation the amount of any cancellation fees or other amounts due to Web Club as provided in the agreement and Quotation.

Payment Terms

  1. The SEO process is generally divided into Web Club SEO Packages Each quarter is payable in advance and is based on the Terms and Conditions. There is no obligation to renew at the SEO Service. If taking up an additional SEO Services the payment will based on the Quotation provided.
  2. Unpaid accounts: Accounts that remain unpaid 14 days after invoicing will be suspended and no further SEO work carried out until payment and any arrears are paid in full.
  3. If the Client defaults on any form of payment by the due date, money owed to Web Club will be in arrears. As such Web Club will then provide an email notice in writing to the effect that (7) days notice is given to fulfil the full amounts owing, or Web Club SEO Package and this Agreement will be terminated, effective at the expiration of such notice.
  4. The Client shall be responsible for all collection or legal fees necessitated by lateness or default in any payment. Web Club reserves the right to withhold a Web Club SEO Package and any other re-sources, files, submissions relative to the SEO Package and in addition, suspend such Clients. If the accounts are not current or overdue invoices are not paid in full. All grants to use or transfer of owner-ship of Web Club SEO Packages under this Agreement are conditioned upon receipt of payment in full which shall be inclusive of any and all outstanding additional costs, taxes, expenses, and fees, charges, or the costs of changes.
  5. Payments can be made by direct bank deposit as clearly listed on the invoice, or via PAYPAL

Confidentiality

The parties agree to hold each other’s Proprietary or Confidential Information in strict confidence. “Proprietary or Confidential Information” shall include, but is not limited to, written or oral contracts, trade secrets, know-how, business methods, business policies, memoranda, reports, records, computer retained information, notes, or financial information. Proprietary or Confidential Information shall not include any information which: (i) is or becomes generally known to the public by any means other than a breach of the obligations of the receiving party; (ii) was previously known to the receiving party or rightly received by the receiving party from a third party; (iii) is independently developed by the receiving party; or (iv) is subject to disclosure under court order or other lawful process. The parties agree not to make each other’s Proprietary or Confidential Information available in any form to any third party or to use each other’s Proprietary or Confidential Information for any purpose other than as specified in this Agreement. Each party’s proprietary or confidential information shall remain the sole and exclusive
property of that party. The parties agree that in the event of use or disclosure by the other party other than as specifically provided for in this Agreement, the non-disclosing party may be entitled to equitable relief. Notwithstanding termination or expiration of this Agreement, Web Club and the Client acknowledge and agree that their obligations of confidentiality with respect to Proprietary or Confidential Information shall continue in effect for a total period of three (3) years from the effective date.

Term and Termination

This Agreement shall be effective as of the time frame the Client signs up for SEO Services as part of agreeing to the submitted Quotation. This Agreement may be terminated by either party upon written notice to the other in line with these Terms, if the other party breaches any material obligation provided hereunder and the breaching party fails to cure such breach within thirty (30) days of receipt of the notice. This Agreement may be terminated by Web Club (i) immediately if the Client fails to pay any fees hereunder; or (ii) if the Client fails to cooperate with Web Club or hinders Web Club’s ability to perform tasks related to the SEO Services hereunder.

General Terms and Conditions

  1. Web Club shall not be liable under any circumstances for any indirect, incidental, special or consequential damages, punitive or exemplary damages, or for any loss of profits, loss of revenue, loss of use, or loss of data resulting from the use of our services by the Client or any third parties, regard-less of the form of action or theory of liability, or any loss of data resulting from delays, non-deliveries or service interruptions.
  2. Web Club provides the services and products as is, without warranty of any kind, whether ex-press or implied. Web Club disclaims all warranties of non-infringement of any third-party rights, and disclaims all implied warranties, including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose. The Client shall be solely responsible for the selection, use, and suitability of the services and Web Club shall have no liability thereafter.
  3. To the maximum extent permitted by law, Web Club disclaims, all warranties, representations or other endorsements, express or implied, with regard to the information accessed from, or through, this service, the systems which provide it, and the internet, including all warranties of merchantability or fitness for a particular use, or non-infringement of any third-party rights.
  4. Web Club does not assume any liability for the completeness, accuracy, or usefulness of any information disclosed or materials accessed through its services, its systems, its networks, or the internet.
  5. Web Club shall not be liable or deemed to be in default for any delay or failure in performance under this Agreement or interruption of service resulting directly or indirectly from acts of God, civil or military authority, acts of public enemy, war, terrorism, riots, civil disturbances, insurrections, accidents, fire, explosions, earthquakes, floods, the elements, strikes, labor disputes, shortages of suitable parts, materials, labor or transportation, magnetic interference, interruptions of electrical power or other utility service, unavailability of any telecommunications or wireless service or connection to any telecommunications or wireless service, or any cause beyond the reasonable control of Web Club.
  6. Severability of Terms of this Agreement .In the event. that any portion of this Agreement is held to be unenforceable, the unenforceable portion shall be construed in accordance with applicable law as nearly as possible to reflect the original intentions of the parties hereto, and the remainder of the provisions shall remain in full force and effect.
  7. Limitation of Actions Arising Under this Agreement. Any cause of action you may have with respect to Web Club’s performance or alleged non-performance of this Agreement must be commenced within one (1) month after the claim or cause of action arises or such claim or cause of action is for-ever barred.
  8. Denial of Service – Web Club reserves the right to refuse or discontinue service to anyone at our sole discretion.
  9. The Client agrees to defend, indemnify, and hold harmless Web Club, and the parents, subsidiaries, successors, assigns, employees and agents of Web Club against any losses, claims, damages, liabilities, penalties, actions, proceedings or judgments (collectively, “Losses”) to which an indemnified party may become subject and which Losses arise out of, or relate to this Agreement or the Client’s use of the Services, and to reimburse an indemnified party for all legal and other expenses, including reasonable attorneys’ fees incurred by such indemnified party in connection with investigating, defending, or settling any Loss whether or not in connection with pending or threatened litigation in which such indemnified party is a party.
  10. Neither party will be liable for, or will be considered to be in breach of or default under this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any causes or conditions that are beyond such Party’s reasonable control and that such Party is unable to overcome through the exercise of commercially reasonable diligence. If any force majeure event occurs, the affected Party will give prompt written notice to the other Party and will use commercially reasonable efforts to minimize the impact of the event.
  11. Relationship of Parties – Web Club, in rendering a performance based agreement under this Agreement, shall be deemed as an independent contractor and nothing contained herein shall constitute this arrangement to be employment, a joint venture, or a partnership. The client does not undertake by this Agreement, or otherwise, to perform any obligation of Web Club, whether by regulation or contract. In no way is Web Club to be construed as the agent or to be acting as the agent of the Client in any respect, any other provisions of this Agreement notwithstanding.
  12. Notice and Payment – Any notice required to be given under this Agreement shall be in writing and delivered directly to the other designated party, by email only. Either party may change its email ad-dress to which notice or payment is to be sent by written notice to the other under any provision of this paragraph.

Your Comments and Concerns

All feedback, comments, relating to these Terms and Conditions or the Web Club SEO Service should be directed to info@webclub.com.au

Terns & Conditions Updated 12/12/2017

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