“Agreement” means the agreement between the Customer and Shaznem SEO services which is governed by the Terms, Customer Proposal, Schedule to Customer Proposal and Associated Documents. “Associated Documents” means any documents created by Shaznem SEO services which contains terms which relate to the relationship between Shaznem SEO services and its Customer. “Customer” means the person, company or organisation who engages Shaznem SEO services pursuant to the Agreement and any other person deemed to be a Customer pursuant to these Terms. “Customer Proposal” means any proposal or quote issued by Shaznem SEO services to the Customer from time to time. “Initial Term” means the term of the Agreement which is 12 months from the commencement date unless otherwise stated in the Customer Proposal. “Shaznem SEO services” means Shaznem Enterprises or any other related entity or company trading under the shaznem.com.au brand name. “PPC Services” means pay per click services and products such as Google Adwords or Bing that Shaznem SEO services may manage on behalf of the Customer, the terms of which are governed by the PPC Terms set out in the Schedule to these Terms. “Services” means the services to be provided by Shaznem SEO services to the Customer of the type and nature described in the Customer Proposal. “Service Fee” means the specified rate, price or lump sum amount for the Services that is set out in any Customer Proposal. “Terms” means these terms and conditions. “Total Contract Price” means the sum of all Service Fees for all Services to be provided to the Customer byShaznem SEO Services pursuant to this Agreement as outlined in the Customer Proposal, including but not limited to WordPress Website, Groove Pages Website, Groove Funnels, Groove Mail, SEO package and Adwords package. “Website” means the Customer’s website(s) or the website which is to be the subject of the Services.

1. 1 AGREEMENT

   1.   1.1 Shaznem SEO services may from time to time issue Customer Proposals for the provision of its Services. All Proposals issued by Shaznem SEO services are subject to these Terms.

   2.   1.2 All amounts and prices provided in a Customer Proposal are exclusive of GST unless otherwise stated. Where the Service provided by Shaznem SEO services is subject to GST, it will be added and charged to the Customer.

   3.   1.3 Any Customer Proposal will remain open for acceptance by the Customer for 30 days, unless withdrawn by Shaznem SEO services earlier.

   4.   1.4 The Customer is deemed to have accepted the Customer Proposal and these Terms in any of the following ways:

     1.   1.4.1 By providing a written acceptance of the Terms or Customer Proposal, or by any other form of written communication; or

     2.   1.4.2 by placing an order with Shaznem SEO services or instructing Shaznem SEO services to provide's the Services after Shaznem SEO Services Terms and/or the Customer Proposal is received by the Customer.

   5.   1.5 This Agreement comprises the Terms read in conjunction with the Customer Proposal , Schedule to Customer Proposal and Associated Documents (if any), and where there is a conflict between Shaznem SEO Services Terms and Conditions and the other contractual documentation created by Shaznem SEO Services the documentation will prevail in the following priority to the extent of such inconsistency:

      1.   1.5.1 Customer Proposal.

     2.   1.5.2 Shaznem SEO Services Terms and Conditions;

     3.   1.5.3 Associated Documents.

2.   2. WARRANTIES BY CUSTOMER

   1.   2.1 If the Customer is not the registered proprietor of the domain name of the Website, the Customer warrants that it is authorised to contract Shaznem SEO Services on behalf of the registered proprietor and both the Customer and the registered proprietor are jointly and severally liable for the obligations of the Customer under these Terms.

   2.   2.2 The Customer warrants that it has given Shaznem SEO Services all necessary information for it to perform its work including details of all parties which have access to make changes to the website.

   3.   2.3 The Customer warrant that all logos, designs, graphic and related materials provided to Shaznem SEO Services by the Customer to enable Shaznem SEO Services to perform the Services pursuant to this Agreement is either owned by the Customer or the Customer has obtained express authority for Shaznem SEO Services to incorporate such material into the Services.

3.   3. CUSTOMER’S RESPONSIBILITIES

   1.   3.1 The Customer will:

      1.   3.1.1 disclose to Shaznem SEO Services all information in the Customer’s possession relevant to the provision of the Services;

   2.   3.1.2 comply with all legal requirements and the requirements of all relevant statutory authorities relating to the Services;

   3.   3.1.3 provide Shaznem SEO Services with such access to the Website, and to provide all necessary assistance to enable Shaznem SEO Services to change and modify the Website, which is reasonably required to enable Shaznem SEO Services to provide the Services safely in accordance with the Agreement;

   4.   3.1.4 make available as soon as is reasonably possible to Shaznem SEO Services all material required to complete the Services;

   5.   3.1.5 notify Shaznem SEO Services in writing within 14 days prior to any proposed change in the legal entity, structure, management, or control of the Customer’s business or change of the registered proprietor of the domain name of the Website, in the event of which the Customer will remain liable under the Agreement unless released in writing by Shaznem SEO Services.

4.   4. FEES AND PAYMENTS

   1.   4.1 From the commencement of this Agreement, the Customer must pay:

      1.   4.1.1 The lump sum amount set out in the Proposal for WordPress Website; and

     2.   4.1.2 The monthly Service Fees for the SEO package and/or Adwords package purchased by the Customer commencing from the commencement date of this Agreement until the expiry or termination of this Agreement in accordance with clause 5.

   2.   4.2 If additional work is required to be performed by Shaznem SEO Services as a result of changes requested by the Customer which were not contemplated by the parties at the date of the Agreement or which resulted from a default by the Customer or an algorithm penalty or by changes made to the Website by a third party, Shaznem SEO Services will provide the Customer with a quote for the additional work for acceptance prior to commencing the additional work.

   3.   4.3 There are no refunds available on Services by Shaznem SEO Services.

   4.   4.4 Shaznem SEO Services will issue invoices to the customer each month and the customer must pay the invoice within 7 days of receipt.

   5.   4.5 All media spend charges invoiced to the Customer must be paid by the Customer directly to the publishers.

   6.   4.6 In the event that any Shaznem SEO Services invoice is outstanding for more than 14 days then, without prejudice to any other rights SShaznem SEO Services has, interest will accrue at the rate of 10% per annum on any outstanding amount.

   7.   4.7 The Customer indemnifies Shaznem SEO Services against all costs and expenses however arising from such default including legal costs on a solicitor/own client basis, and any such liability shall be deemed to be part of the indebtedness of the Customer to Shaznem SEO Services.

   8.   4.8 Shaznem SEO Services has the right to suspend the provision of the Services to the Customer in the event that any invoice is outstanding for more than 30 days.

   9.   4.9 Payments overdue for a period of more than 90 days will be handed over to third party debt collectors, and the Customer indemnifies Shaznem SEO Services for all costs incurred in relation to such debt recovery.

   10. 4.10 If the Customer disputes an invoice including disputing an item in an invoice, the Customer must notify Shaznem SEO Services in writing of the issue in dispute within 7 days of receipt of the invoice and must pay such part of the invoice which is not disputed in accordance with these Terms, failing which the Customer waives all rights to dispute the invoice at a later date.

5.   5. INITIAL TERM AND TERMINATION

   1.   5.1 The Agreement shall commence on the date the Customer Proposal is signed and continue for an initial fixed period of 12 months (Initial Term).

   2.   5.2 The Customer acknowledges that:

        1.   5.2.1 The prices quoted by Shaznem SEO Services for its Services are based on the Customer entering into a 12 month fixed-term contract with Shaznem SEO Services for the Initial Term;

        2.   5.2.2 Where the Customer is paying monthly for services provided, payment will be made in advance prior to commencement of work. Shaznem SEO Services will invoice the Customer, and where payment is not received in time for the commencement of the relevant month, services will cease until payment is rectified, or an agreement is arrived upon between Shaznem SEO Services and the Customer.

   3.   5.3 Prior to the end of the Initial Term, the parties may by agreement in writing agree to renew the Agreement for a further fixed term.

   4.   5.4 Upon expiration of the Initial Term the Agreement shall continue on a month to month basis until terminated by either party on one month’s written notice.

   5.   5.5 Either party may terminate the Agreement during the Initial Term immediately by written notice if:

        1.   5.5.1 The other party enters into liquidation whether compulsorily or voluntarily, otherwise than for the purposes of amalgamation or reconstruction, or compounds with their creditors, or has a receiver appointed of all or any part of their assets, or takes or suffers any similar action in consequence of debt;

        2.   5.5.2 The other party (being an individual) should die or become subject to the provisions of the Mental Health Act 2007 or become insane or incapable of managing his/her affairs, or if a trustee in bankruptcy is appointed; or

        3.   5.5.3 The other party commits a substantial breach of the Agreement and fails to rectify such breach within 14 days of receiving notice of the breach.

   6.   5.6 Shaznem SEO Services may terminate this Agreement at any time by giving 14 days notice in writing to the Customer. If such notice is given, this Agreement ends at midnight on the day on which that notice expires.

   7.   5.7 Except if Shaznem SEO Services is in breach of this Agreement, the Customer will be charged a Termination Fee if this Agreement is terminated by the Customer for any reason or terminated by Shaznem SEO Services pursuant to clause 5.5 prior to the end of the Initial Term, calculated as follows:

      1.   5.7.1 Where the Services do not include building a Website:

        1.   a. If the Agreement is terminated within 6 months of commencement, the Customer must pay an amount equivalent to 50% of the balance of the Total Contract Price to be paid pursuant to this Agreement; or

        2.   b. If the Agreement is terminated after 6 months from commencement, the Customer must pay an amount equivalent to 1 month of the Service Fee plus 50% of the balance of the Total Contract Price to be paid pursuant to this Agreement.

      2.   5.7.2 Where the Services include building a Website for which Shaznem SEO Services has not charged the customer a separate fee on the basis that the customer entered into a fixed term agreement for continuing Services for the Initial Term, the Customer must pay Shaznem SEO Services:

        1.   a. If the Agreement is terminated within 6 months of commencement, the Customer must pay an amount equivalent to 75% of the balance of the Total Contract Price to be paid pursuant to this Agreement; or

        2.   b. If the Agreement is terminated after 6 months from commencement, the Customer must pay an amount equivalent to 1 month of the Service Fee plus 65% of the balance of the Total Contract Price to be paid pursuant to this Agreement.

   8.   5.8 The Customer acknowledges that that the Termination Fee constitutes the liquidated damages that Shaznem SEO Services will suffer and is a genuine pre-estimate of loss arising from the Customer’s breach of this Agreement.

   9.   5.9 Upon termination of the Agreement:

      1.   5.9.1 The Customer must pay Shaznem SEO Services all amounts due and payable but unpaid;

      2.   5.9.2 Shaznem SEO Services shall remove its tracking code, premium plugins and other services licensed to Shaznem SEO Services from the Website.

6.   6. PERFORMANCE LEVELS

   1.   6.1 The Customer acknowledges that:

      1.   6.1.1 Shaznem SEO Services is unable to guarantee improved rankings in Australia’s major search engines;

      2.   6.1.2 Shaznem SEO Services is unable to guarantee improved traffic to the Customer’s website(s); and

      3.   6.1.3 Shaznem SEO Services makes no warranty that the Services will generate any increase in sales, business activity, profits or any other form of improvement for the Customer’s business or any other purpose;

   2.   6.2 Shaznem SEO Services reserves the right to add links and web 2.0 assets to the Website for its own marketing purposes.

   3.   6.3 In the event that Shaznem SEO Services leverages Google Tag Manager to install Shaznem SEO Services conversion tracking code into the Customer’s Website for enhanced tracking, such code remains the property of Shaznem SEO Services. Base Pixels e.g. Google Analytics/Facebook Pixel etc may need to be re-installed following cessation of services.

   4.   6.4 Shaznem SEO Services will endeavour to ensure that any development/design site or application will function correctly on the server to which it is initially installed on when viewed with the latest version of the web browsing software (Microsoft Internet Explorer or Mozilla browsers or Chrome browsers). Shaznem SEO Services can offer no guarantees of the correct functioning with all browsers.

   5.   6.5 Shaznem SEO Services operate & install premium plugins and services to support our efforts, these tools are licensed by Shaznem SEO Services and will be removed from service on termination of the Agreement.

   6.   6.6 Shaznem SEO Services will endeavour to ensure, but cannot guarantee, that digital assets are fully associated with the business through a business email or generic email service

7.   7. EXCLUSION OF LIABILITY OF SHAZNEM ENTERPRISES DIGITAL MARKETING

    1.   7.1 To the fullest extent permissible by law, the Customer releases Shaznem SEO Services for any damages, including without limitation any direct, indirect, special, punitive, incidental or consequential damages (including but not limited to damages for loss of business profits, business interruption, loss of programs or information, loss of goodwill or loss of use of facilities or equipment), or any other damages whether arising from the negligence of Shaznem SEO Services or otherwise. Where liability cannot be legally excluded, the liability of Shaznem SEO Services shall be limited to the cost of supplying the Services again.

    2.   7.2 The Customer agrees to indemnify Shaznem SEO Services, its subsidiaries, affiliates, officers, agents and partners and its and their respective employees from and against all damages, liabilities, actions, causes of action, suits, claims, demands, losses, costs and expenses (including without limitation reasonable legal costs and disbursements) by any third party claim for damages arising out of or in any way connected with the supply of Services by Shaznem SEO Services to the Customer, including without limitation any direct, indirect, special, punitive, incidental or consequential damages (including but not limited to damages for loss of business profits, business interruption, loss of programs or information, loss of goodwill or loss of use of facilities or equipment), or any other damages whether arising from the negligence of SHAZNEM ENTERPRISES DIGITAL MARKETING or otherwise including any claims arising from or in connection with the Customer’s information and the Customer’s use of Shaznem SEO Services Services.

    3.  7.3 The exclusions and indemnities in clauses 7.1 and 7.2 above apply to but are not limited to the following instances:

        1.   7.3.1 malfunctioning of the Website or any part of it;

        2.   7.3.2 copyright infringements and any other infringements of intellectual property rights including but not limited to patents and confidential information caused by materials submitted by the Customer.

        3.   7.3.3 failure to meet agreed deadlines;

       4.   7.3.4 URLs dropped or excluded by a search engine for any reason;

       5.   7.3.5 acts or causes beyond Shaznem SEO Services' control, including but not limited to acts of God, strikes, lockouts, communications line or equipment failures, power failures, earthquakes, or other disasters;

       6.   7.3.6 failure of URLs to achieve specific positions within a particular search engine;

       7.   7.3.7 the use or the results of the use of the materials available through the Shaznem SEO Services Services from third parties or otherwise not being correct, accurate, timely or reliable;

       8.   7.3.8 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 Shaznem SEO Services;

       9.   7.3.9 the functioning of any software created for the Customer whether database, e-commerce applications or otherwise;

       10. 7.3.10 unavailability, malfunction or interruption of services; and

       11. 7.3.11 changes made by Shaznem SEO Services to the Customer’s website.

    4.   7.4 Shaznem SEO Services are not responsible for data management, back ups or retention of campaign data outside of Google Analytics, Facebook Ad Accounts or Google AdWords accounts. Within these accounts the publishers maintain this data not SHAZNEM ENTERPRISES DIGITAL MARKETING.

    5.   7.5 Shaznem SEO Services reserves 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 any free hosting service should the necessity arise and Shaznem SEO Services reserves the right to refuse to use, incorporate or implement any material of a copyrighted or other legally protected nature unless adequate proof is given of permission to use such material.

8.   8. RIGHTS OF Shaznem SEO Services

   1.   8.1 Any remedy of Shaznem SEO Services under these Terms and Conditions is in addition to and not in substitution for any remedy which Shaznem SEO Services has in law.

   2.   8.2 Shaznem SEO Services may remove data or other matters which it placed on the Website upon termination or expiry of this Agreement.

   3.   8.3 Any scripts, CGI applications or software (unless specifically agreed) written by Shaznem SEO Services remain the copyright of Shaznem SEO Services and may only be commercially reproduced or resold with the permission of Shaznem SEO Services.

   4.   8.4 The Customer acknowledges that the Agreement does not constitute any assignment of ownership by Shaznem SEO Services of any intellectual property rights owned by Shaznem SEO Services that are incorporated into any of the Services including the Website.

   5.   8.5 The Customer is responsible for ensuring any intellectual property submitted by the Customer to Shaznem SEO Services for use as part of the Services does not infringe any third party intellectual property rights.

9.   9. PRIVACY

   1.   9.1 The Customer agrees that the Customer’s personal data may be used and retained by Shaznem SEO Services for the following purposes:

      1.   9.1.1 provision of good & services

      2.   9.1.2 marketing of good & services

      3.   9.1.3 processing any payment instructions.

10. 10. CONFIDETIALITY

   1.   10.1 Notwithstanding the expiration or termination of the Agreement, each party agrees to keep in confidence and prevent the unauthorized use or disclosure to any unauthorized person or persons of all Confidential Information which is received under the Agreement and to use such data only for the purposes of the Services, save where such Confidential Information is:

      1.   10.1.1 in the public domain at the time it is disclosed; or

      2.   10.1.2 known to the receiving party at the time of disclosure; or

      3.   10.1.3 used or disclosed with the prior, written approval of the disclosing party; or

      4.   10.1.4 independently developed by the receiving party; or

      5.   10.1.5 known to the receiving party from a source other than the disclosing party without a breach of the Agreement by the receiving party.

11. 11. MISCELLANEOUS

   1.   11.1 These Terms shall be governed by, performed under, and construed in accordance with the laws of the State of New South Wales and the parties hereto agree to submit to the exclusive jurisdiction of the courts of New South Wales.

   2.   11.2 If any provision or any part of a provision of these Terms and Conditions is held invalid, unenforceable or illegal for any reason, these Terms and Conditions shall remain otherwise in full force apart from such provision or such part of a provision which shall be deleted.

   3.   11.3 Shaznem SEO Services can assign it rights under the Agreement upon the provision of 30 days written notice to the Customer. The Customer cannot assign its rights under the Agreement without the express written consent of Shaznem SEO Services.

SCHEDULE – PPC PPC Terms

1.   1. This schedule provides additional specific terms and conditions for the provision of PPC Services by Shaznem SEO Services. Where the terms and conditions in this Schedule are in conflict with any other terms, the terms and conditions in this schedule will prevail.

2.   2. There is no minimum term for the supply and charging of PPC Services by Shaznem SEO Services to the Customer.

FEES

1.   1. The fee for PPC Services is stated in the Customer Proposal as a base monthly fee plus GST payable in advance.

2.   2. There is an additional first month fee plus GST payable for setting up the account as a one off charge.

3.   3. Monthly fees will be fixed as per proposal or package selected and only adjusted if the campaign package either broadens or narrows.

ADWORDS

1.   1. Shaznem SEO Services will offer a managed Adwords service with the following provisions:

      1.   1.1 Shaznem SEO Services will utilise an existing or setup a new Adwords account for the Customer associated with the company’s domain name.

      2.   1.2 Shaznem SEO Services will have joint access of the Adwords account and will link to a Google campaign manager and Shaznem Enterprises Digital Marketing’s Agency Client centre.

      3.   1.3 Shaznem SEO Services will provide the Customer, via Google Analytics and proprietary tools, with 24/7 access to reporting and regular monthly automated performance reports.

      4.   1.4 Shaznem SEO Services will endeavour to spend the predetermined Google click cost budget each month. Shaznem SEO Services will not be liable for any under or overspend.

2.   2. The Customer is liable for all Adwords charges generated from the Adwords account.

PAYMENT

1.   1. All PPC fees are payable within 14 days of the issue of each invoice by Shaznem SEO Services

2.   2. All fees including Click costs payable to Google shall be paid by the Customer directly by credit card in the adwords account.

3.   3. To terminate the PPC services, the Customer must give at least one month’s notice in writing of termination and if notice is given during a calendar month, the notice will be deemed to have been given on the last day of that calendar month, with the Customer being liable for the cost of the PPC Services to the expiration of the notice period.