Terms & Conditions
Terms and Conditions : General
These Terms and Conditions shall apply to the provision of the services detailed below (“Services”) by Sydney Search Results Pty Ltd T/A Noosa SEO Agency, Registered at Maroubra Rd, Maroubra NSW 2035 (“Supplier”) to you (“Client”). No other terms and conditions shall apply to the provision of Services unless agreed upon in writing between the Provider and the Client.
2.1 A “business day” means any day other than a Saturday, Sunday or bank
2.2 The headings in these Terms and Conditions are for convenience only and
shall not affect their interpretation.
2.3 Words imparting the singular number shall include the plural and
3.1 With effect from the commencement date stated in this quotation and in
consideration of the Fees being paid in accordance with these Terms and
Conditions, the Supplier shall provide the Services to the Client.
3.2 The Supplier shall use reasonable care and skill in its performance of the
Services and shall ensure compliance with any and all relevant codes of
3.3 The Supplier shall use its best and reasonable endeavours to complete its
performance of the Services within the time agreed as set out in this
quotation; however time will not be of the essence in the performance of these
obligations nor will the Supplier be under any obligation to provide the Client
with any orf the Supplier’s Intellectual Property or Copyright as scheduled in
4. Client Obligations
4.1 The Client shall use its best and reasonable endeavours to provide the
Supplier with access to any and all relevant information, materials, properties
and other matters which are required to enable the Supplier to provide the
4.2 The Client shall use its best and reasonable endeavours to acquire any
permissions, consents, licences or other matters which are required to enable
the Supplier to provide the Services.
4.3 The Supplier shall not be liable for any delay or failure to provide the
Services where such delay or failure is due to the Client’s failure to comply
with the provisions of this Clause 4.4 The Supplier will not employ or contract
or buy the services of another SEO, Social Media or other online internet
marketing provider, linkbuilder or similar without notifying the Supplier with
4 weeks notice.
5. Fees [and Deposit] 5.1 The fees
(“Fees”) for the Services are set out in this quotation.
5.2 In addition to the Fees, the Supplier shall be entitled to recover from the
Client reasonable incidental expenses for materials used and for third party
goods and / or services supplied in connection with the Services such as domain
name registration or press release or other.
5.3 The Client shall pay the Supplier for any additional services provided by
the Supplier that are not specified in this quotation in accordance with the
Supplier’s then current, applicable hourly rate in effect at the time of
performance or such other rate as may be agreed between the Supplier and the
Client. The provisions of sub-Clause 5.2 shall also apply to such additional
5.4 The Fees are exclusive of any applicable GST and other taxes or levies
which are imposed or charged by any competent authority.
5.5 The Client shall be required to pay a deposit of one month full payment in
full (“Deposit”) as detailed in this quotation either at the time of accepting
this quotation or within 7 days of acceptance.
5.6 If the Client does not pay the Deposit to the Supplier in accordance with
sub-Clause 5.5 the Supplier shall have the right to withhold provision of the
Services until the Deposit is received or may terminate in accordance with
5.7 The Deposit shall be non-refundable unless the Supplier fails to provide
the Services and is at fault for such failure (where the failure is not the
fault of the Supplier, no refund shall be made).
6. Quotation, Contract and Variation
6.1 The Supplier is not obliged to accept an order for Services from the Client
unless the Client has supplied references which are requested by, and
satisfactory to, the Supplier.
6.2 This quotation constitutes written acceptance and confirmation by the
Supplier of the Client’s order for the Services (as agreed between the Supplier
and the Client).
6.3 Having issued this quotation which is a contractual offer to provide the
Services, the Supplier agrees to enter into a contract for the provision of
Services upon the Client’s written acceptance of this quotation and of these
Terms and Conditions.
6.4 This quotation is valid for a period of 30 days only from the date shown
overleaf unless expressly withdrawn by the Supplier at an earlier time.
6.5 Either the Supplier or the Client may cancel the order for any reason prior
to the Client’s acceptance (or rejection) of this quotation.
6.6 If the Client wishes to vary any details of the Services it must notify the
Supplier in writing as soon as possible. The Supplier shall endeavour to make
any required changes and additional costs shall be invoiced to the Client.
6.7 If, due to circumstances beyond its control, the Supplier has to make any
change in the Services or the arrangements relating to the provision thereof,
it shall notify the Client immediately. The Supplier shall endeavour to keep
any such changes to a minimum and shall seek to offer the Client arrangements
as close to the original as is reasonably possible in the circumstances.
7.1 Following the Client’s acceptance of this quotation, the Supplier shall
invoice the Client for the Fees on the invoice dates set out in this quotation.
7.2 The Client shall pay the Fees due within 7 days of the date of the
Supplier’s invoice or otherwise in accordance with any credit terms agreed
between the Supplier and the Client.
7.3 Time for payment shall be of the essence of the Contract between the
Supplier and the Client.
7.4 If the Client fails to make payment within the period in sub-Clause 7.2,
the Supplier shall charge the Client interest at the rate of 20% per annum
above the R.B.A. base rate from time to time on the amount outstanding until
payment is received in full.
7.5 If the Client fails to make payment within the period in sub-Clause 7.2,
the Supplier shall have the right to suspend any further provision of the
Services and to cancel any future services which may have been ordered by, or
otherwise arranged with, the Client.
7.6 Receipts for payment will be issued by the Supplier only at the Client’s
7.7 All payments must be made in AU dollars unless otherwise agreed in writing
between the Supplier and the Client.
8.1 The Supplier shall be free to sub-contract the provision of the Services
(or any part thereof.
8.2 Where the Supplier sub-contracts the provision of the Services or any part
thereof it shall ensure that any and all sub-contractors are reasonably skilled
in the relevant practices and shall not pass any additional charges that may be
incurred through the use of such sub-contractors on to the Client.
9.1 The Supplier may terminate the provision of the Services immediately if:
(a) the Client commits a material breach of its obligations under these Terms
and Conditions such as employing another service provider to provide similar
promotion services; or
(b) the Client is or becomes the subject of a bankruptcy order or takes
advantage of any other statutory provision for the relief of insolvent debtors.
(c) the Client enters into a voluntary arrangement under the Insolvency Act, or
any other scheme or arrangement is made with its creditors; or
(d) the Client convenes any meeting of its creditors, enters into voluntary or
compulsory liquidation, has a receiver, manager, administrator or
administrative receiver appointed in respect of its assets or undertakings or
any part thereof, any documents are filed with the court for the appointment of
an administrator in respect of the Client, notice of intention to appoint an
administrator is given by the Client or any of its directors or by a qualifying
floating charge holder a resolution is passed or petition presented to any
court for the winding up of the Client or for the granting of an administration
order in respect of the Client, or any proceedings are commenced relating to
the insolvency or possible insolvency of the Client.
(e) the Client engages other SEO companies to work on, audit, quote or supply
in anyway SEO services without contacting Sydney Search Results in advance.
10. Intellectual Property
10.1 The Supplier reserves all copyright and any other intellectual property
rights (if any) which may subsist in the products of, or in connection with,
the provision of the Services such as domain names, ip addresses and service
provision techniques. The Supplier reserves the right to take such action as
may be appropriate to restrain or prevent the infringement of such intellectual
10.2 All domains registered by the supplier remain the property of the supplier
unless otherwise agreed in writing.
11. Liability and Indemnity
11.1 The Supplier will not by reason of any representation, implied warranty,
condition or other term, or any duty at common law or under these Terms and
Conditions, be liable for any loss of profit or any indirect, special or
consequential loss, damage, costs, expenses or other claims (whether caused by
the Supplier’s employees, agents or otherwise) in connection with its provision
of the Services or the performance of any of its other obligations under these
Terms and Conditions or this quotation or with the use by the Client of the
11.2 The Supplier shall not be liable to the Client or be deemed to be in
breach of these Terms and Conditions by reason of any delay in performing, or
any failure to perform, any of the Supplier’s obligations if such delay or
failure is due to any cause beyond the Supplier’s reasonable control.
11.3 The Client shall indemnify the Supplier against all damages, costs, claims
and expenses suffered by the Supplier arising from any loss or damage to any
equipment (including that belonging to third parties) caused by the Client or
its agents or employees.
11.4 Nothing in these Terms and Conditions shall limit or exclude the
Supplier’s liability for death or personal injury caused by its negligence or
for any other matters for which it would be unlawful to exclude or limit liability.
12. Force Majeure
Neither party shall be liable for any failure or delay in performing their
obligations where such failure or delay results from any cause that is beyond
the reasonable control of that party. Such causes include, but are not limited
to: power failure, Internet Service Provider failure, industrial action, civil
unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war,
governmental action or any other event that is beyond the control of the party
13.1 All notices under these Terms and Conditions shall be in writing and
signed by, or on behalf of, the party giving notice (or a duly authorised
officer of that party).
13.2 Notices shall be deemed to have been duly given:
(a) when delivered, if delivered by courier or other messenger (including
registered mail) during the normal business hours of the recipient;
(b) when sent, if transmitted by fax or email and a successful transmission
report or return receipt is generated;
(c) on the fifth business day following mailing, if mailed by national ordinary
(d) on the tenth business day following mailing, if mailed by airmail.
13.3 All notices under these Terms and Conditions shall be addressed to the
most recent address, email address or fax number notified to the other party.
14. No Waiver
14.1 No waiver by the Supplier of any breach of these Terms and Conditions by
the Client shall be considered as a waiver of any subsequent breach of the same
or any other provision.
14.2 No failure or delay on the part of either the Supplier or the Client to
exercise any right, power or privilege under these Terms and Conditions shall
operate as a waiver of, nor shall any single or partial exercise of any such
right, power or privilege preclude, any other or further exercise of any other
right, power or privilege.
In the event that one or more of these Terms and Conditions is found to be
unlawful, invalid or otherwise unenforceable, that / those provisions shall be
deemed severed from the remainder of these Terms and Conditions (which shall
remain valid and enforceable).
16. Law and Jurisdiction
16.1 These Terms and Conditions (including any non-contractual matters and
obligations arising therefrom or associated therewith) shall be governed by,
and construed in accordance with, the laws of Australia and the State Of New
16.2 Any dispute, controversy, proceedings or claim between the Seller and the
Buyer relating to these Terms and Conditions (including any non-contractual matters
and obligations arising therefrom or associated therewith) shall fall within
the jurisdiction of the courts of the State of New South Wales.
Terms and Conditions Specifically
Related To Website & Rankings
Engagement Agreement must be received
by Sydney Search Results Pty Ltd as email and additionally payment for the
first month must be made before commencement of work and one month in advance
each month thereafter. Client may terminate this agreement in writing by
providing Sydney Search Results Pty Ltd with 30 days’ notice.
Client understands and agrees that Sydney Search Results Pty Ltd must &
will modify, amend, add, remove, bold, under-line etc, any element site wide
including the home page in order to deliver results. This may include adding
its SEO signature on the homepage. The Client or Client’s web designer’s
failure to comply with and accept these changes including providing full FTP
and CMS access will mean failure to deliver results for which Sydney Search
Results Pty Ltd has been paid to deliver.
Client agrees not to proceed with any changes to the website (including, but
not limited to site structure, copy, design and web hosting changes) without
approval from Sydney Search Results Pty Ltd, to ensure that no changes are made
that may negatively impact the Client’s rankings.
Should any changes to the Client’s website be made against the recommendation
of Sydney Search Results Pty Ltd or without Sydney Search Results Pty Ltd being
notified in advance, Client acknowledges that their site’s keyword ranking may
be negatively impacted. Sydney Search results Pty Ltd is not responsible or
accountable for the impact and cannot predict the degree or duration of the
impact of such changes, nor how long it would take for the impact to be reversed
or undone. Client agrees that should this occur within the first 12 months of
our service, our standard suspension of Monthly SEO Services will apply at
Sydney Search results Pty Ltd discretion and all guarantees will not apply.
Sydney Search Results Pty Ltd provides its Clients with automated monthly
detailed ranking and traffic reports for all keywords showing you your current
position within the major search engines when available. Sydney Search Results
does not provide back linking reports or work reports but provides entirely
results based reporting. Sydney Search Results bank links provision is part of
its intellectual property and is not provided to clients as this information
can be shared with other SEO competitors and reverse engineered or damaged.
Client accepts full responsibility for all detail and claims made in any
Client-supplied or Client-reviewed content including but not limited to
text/imagery that appears on the Clients’ website. Client indemnifies Sydney
Search Results Pty Ltd Pty Ltd and its directors, officers, employees and
agents from and against all losses, claims, damages and liabilities which arise
out of any use of Client-supplied or Client reviewed content such as content
used for linking or promotion purposes.
7. The Client acknowledges that the
Client has authorised Sydney search Results Pty Ltd to build back links to
promote the Client website and that the Client indemnifies Sydney Search
Results Pty Ltd Pty Ltd and its directors, officers, employees and agents from
and against all losses, claims, damages and liabilities which arise out of such
linking or promotion services.
8. Sydney Search Results guarantees
to do our best and work to increase the rankings of your website, but we do not
guarantee results, and we cannot guarantee that your website will generate more
business even by being on page one of the search results. There are many
factors which can affect this such as the quality of marketing on a client’s
website, seasonal volumes of search traffic and changes in the way Google
presents the search results etc etc.
9. By agreeing to pay each monthly
invoice the client is acknowledging that they are making a conscious choice to
continue to work with Sydney Search Results and are not doing so due to a
contractual obligation, and therefore are free to cease using Sydney Search
Results at any time.