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Please read these terms and conditions carefully. They govern the provision of Search Labs’ services. Acceptance of these terms constitutes a legally binding contract.
Terms of Service may change without notice. A current copy of our terms is available from the footer of our website at https://www.searchlabs.com
Interpretation and Definition
In this agreement the following terms shall have the respective meanings assigned to them:
“Agreement” means these Terms of Service.
“Quotation” The initial product and service offering from Search Labs to the Client. Upon acceptance of the Quotation in writing, the Quotation in combination with the Agreement will become the “Contract”. In the event of any conflict between the terms of this Agreement for the provision of Services, the details of the Quotation shall prevail only insofar as the conflicting terms
“Search Labs” means Search Labs Pty. Ltd., provider of Services.
“Client” means the company or person/s that enters into an agreement with Search Labs, including the company or person/s employees, agents, representatives and subcontractors, to whom the Service is provided as set out in the Contract.
“Commencement Date” means the date of commencement of the Services as set out in the Contract.
“Fees” means the amounts payable by the Client for the Services provided by Search Labs as detailed in the Quotation.
“Initial Term” is as laid out in section 6 of this document unless otherwise stated in the Quotation.
“Payments” means the agreed schedule of payments that the customer shall make to Search Labs for the provision of Services forming part of the Contract.
“Services” means the services that Search Labs currently offers, details of which are on the Search Labs website and the services to be provided by Search Labs to the Client as specified in the Contract.
“Products” means the products that Search Labs currently offers, details of which are on the Search Labs website and the products to be provided by Search Labs to the Client as specified in the Contract.
“Site” means the Search Labs website https://www.searchlabs.com
- Quotations for Provision of Service
1.1 Quotations supplied by Search Labs are valid for 28 days from the date of issue. Unless otherwise specified e.g., during promotional periods.
1.2 The Client’s acceptance of the quotation can be provided in writing or via electronic mail.
1.3 Search Labs is in no way restricted from approaching or providing a quote for provision of service to any other entity during or after the process of quotation with the Client – unless this condition forms part of an existing contract with a Client.
2.1. All payments for services provided by Search Labs are to be made to the Strauss & Boyle Unit Trust ABN 64 235 921 544.
2.2. Standard payment terms of 14 days from date of invoicing apply to all Search Labs invoices.
2.3. Payment is to be made by direct deposit, direct debit or B-Pay.
2.4. Cash, PayPal, cryptocurrency (BTC or ETH) or payments by international bank transfer will only be accepted with prior written approval.
2.5. Invoices are considered unpaid until funds have cleared into the Strauss & Boyle Unit Trust bank account.
2.6. Unless otherwise agreed upon, work will not commence until funds have cleared in our account.
2.6.1. The Client is responsible for making sure that these payment terms are in accordance within their project timeline.
2.6.2. Search Labs will not accept any penalties relating to late project delivery due to payment processing delays.
2.7. The first month’s invoice will be issued on acceptance of our Quotation and must be paid prior to work commencing.
2.8. From time to time additional 3rd party tools or services may be required in order to service Clients. Unless such tools and services are embodied into the initial quote as part of Search Labs services, additional tools or services will be quoted separately and if accepted, payment will be required in accordance with the section 2.2.
2.8.1. Charges for 3rd party tools or services are non-refundable, whether embodied into Search Labs services, or as separated 3rd party services.
- Search Engine Optimisation (SEO)
3.1. The Client accepts that Search Labs has no control over the algorithms or policies of search engines now or in the future, and that a Client’s website may be excluded from any directory or search engine at any time at the sole discretion of the search engine or directory.
3.2. Due to the highly competitive nature of some keywords, ongoing changes in search engine ranking algorithms and other competitive factors, the Client acknowledges that Search Labs can not guarantee position 1 or consistent top 10 positions for any particular keyword, phrase, or search term.
3.3. Google has been known to hinder the rankings of new websites and/or pages for a period of time in order to establish their viability and relevance as a search result. This is referred to as the “Google Sandbox”. Search Labs is not liable for loss resulting from ranking/traffic/indexing issues that are related to Google Sandbox penalties.
3.4. Search engines have been known to update their indexing algorithms constantly and occasionally a website will drop ranking for no apparent or predictable reason. More often than not, the site will return to its previous position in the search results without any additional SEO. These fluctuations cannot be prevented, but prolonged loss of ranking can. Search Labs is not liable for any loss resulting from such fluctuations.
3.5. Search Labs is not liable for loss of rank resulting from the procurement of links by anyone outside of Search Labs.
3.6. Search Labs is not liable for costs, loss or penalties resulting from misrepresentation of a Client or business in adwords or other social media.
- Client Responsibilities
For the purposes of receiving professional SEO services, the Client agrees to provide the following as a minimum obligation:
4.1. Administrative/backend access to their website(s) for analysis of content and structure.
4.2. Permission to make changes for the purpose of optimization, and to communicate directly with any third parties if necessary, including your web designer or hosting provider, whether third party or inhouse,
4.3. Unlimited access to existing website traffic statistics for analysis and tracking purposes.
4.4. An email address or addresses hosted by the Client for the purposes of requesting links, for example email@example.com.
4.5. In order to conduct the business for which it has been engaged, Search Labs requires authorization to use Client pictures, logos, trademarks, website images, content etc, provision to Search Labs and use by Search Labs being subject to section 4.7
4.6. If the Client’s site contains insufficient textual content for SEO purposes it will be the Client’s responsibility to provide additional text content in electronic format. If required Search Labs can procure such content at additional cost to the Client, and Search Labs will notify the Client and quote for such additional cost should procurement be necessary.
4.7. The Client must guarantee any elements of text, graphics, photos, designs, trademarks, or other artwork provided to Search Labs are owned by the Client, or that the Client has received written permission from the rightful owner(s) to use each of the elements, and will hold harmless, protect, and defend Search Labs and its subcontractors from any liability or suit arising from the use of such elements.
- Delivery of Services
5.1. Search Labs will provide a written Quotation outlining the services to be provided. This will be the guide for the work to be done and will cover all pricing, timelines and payment schedules. Once agreed to, any deviation from the Quotation during the work period must be agreed to by both parties in writing or by electronic mail.
5.2. Timelines are guides only.
5.3. Timelines are based upon a best case scenario, not allowing for troubleshooting, revisions, late content, changes, remakes, additions, issues undisclosed by the Client, debugging, server or hardware changes, OS updates or conflict resolutions.
5.4. Search Labs is not responsible for the Client overwriting Search Labs’ work on the Client’s site, including the scenario where the Client or web developer uploads over work already provided/optimized. In the case of work being lost due to the Client or a 3rd party’s actions the Client will be charged an additional fee for reconstruction of the content. A base rate of $200 per hour will be charged for reconstruction.
5.5. Any change performed to the site and or work requirements not performed by Search Labs may require that the project be re-quoted at Search Labs’ discretion.
5.6. Search Labs is under no obligation to provide direct access to any staff member, whether by phone, email or chat.
5.7. Search Labs must be given at least 7 days notice of any required meetings by phone or in person unless otherwise mutually agreed upon in writing or by electronic mail.
5.7.1. A topic/agenda and scope of the meeting must be provided in writing 5 days before the meeting unless otherwise mutually agreed upon in writing or by electronic mail.
5.8. The Client is liable to pay for all travel costs for Search Labs personnel if the meeting is more than 150 kilometres from Search Labs’ office in Melbourne, Victoria, Australia.
- Term of Agreement and Cancellation
6.1. The Initial Term for the Agreement for Services shall be as follows unless otherwise mutually agreed upon in writing or by electronic mail.
6.1.1. 180 days for search engine optimization contracts.
6.1.2. 90 days for Google AdWords™ and Social media advertising contracts.
6.2. In the event that the Client terminates the Services within the Initial Term the entire outstanding Fee shall be due and payable within 14 days of termination.
6.3. Unless stipulated in the Contract the Client agrees to transition to a monthly billing cycle at the end of the Initial Term.
6.4. The month to month billing will continue until the Client provides Search Labs with written notice of its intention to terminate the delivery of Services.
6.4.1. Written notice must be provided no less than 7 days prior to your next monthly billing date.
6.4.2. Payments made prior to termination are nonrefundable and your service will continue until the end of that month’s billing period.
6.5. All project work, design, concept, code, pictures, framework, architecture or anything generated by or in partnership/collaboration with Search Labs for use on the Client’s site remains the intellectual property of Search Labs until the receipt of the final Contract Fee.
6.5.1. The Client accepts that use of Search Labs’ intellectual property without payment in full may result in legal action at the Client’s cost to recover the full Contract Fee and any compensation/costs deemed reasonable.
6.5.2. Search Labs reserves the right to terminate any Contract without notice in the event that the Client discloses Search Labs’ intellectual Property to a competing third party, without explicit written permission to do so.
188.8.131.52. In the event of termination, the Client will be liable for the full Contract Fee payable within 14 days.
184.108.40.206. Search Labs may seek additional compensation/costs.
6.5.3. Search Labs must be given 14 days to seek legal advice regarding Client requests to disclose intellectual property to 3rd parties.
6.5.4. Search Labs reserves the right to refuse if it feels its intellectual property may be at risk.
7.1. If the Client cannot or will not pay as per the terms of payment in the Contract, Search Labs will give notice of the overdue amount and that Search Labs will halt all work until outstanding invoices are paid. Thereafter the Client shall have 14 days to pay any outstanding invoices before the Contract is terminated, and the Client will be liable for all costs incurred in the recovery of the debt. This includes but is not limited to legal costs, debt registry costs, local and or international debt recovery costs, court costs, travel costs, interest.
7.2. All discounts will be forfeited in the event of non-payment.
7.3. If the Client cannot or will not pay after the project is completed they forfeit all rights to all intellectual property or any copyrighted or licenced items.
7.4. Once the final payment is recovered all intellectual property rights will transfer to the Client.
8.1. The warranty covers coding errors related only to the components created by Search Labs, for a period of 12 months. This does not include conflicts from core code updates by third parties, including without limitation WordPress and associated plugins.
8.2. The warranty is void if the website is altered by any third party or Client knowingly or unknowingly against the recommendations provided to the Client by Search Labs and which have been agreed by the Client.
8.3. The warranty does not cover traffic performance issues due to expansion.
9.1. Unless explicitly written in the Contract, Search Labs reserves the right to install a small “Website optimised by Search Labs Pty. Ltd.” link in the footer of the Client’s page.
9.2. Search Labs reserves the right to promote the Client’s website or design work in their portfolio, website, facebook or other social media medium.
- Threats, insults and rudeness
10.1. Search Labs will not tolerate any threat, insult or rudeness to its staff or its contractors. Doing so will result in instant cancellation of all services, without notice given by Search Labs, and without liability to Search Labs.
10.2. Search Labs has a zero tolerance policy for racial slurs, discrimination and sexual harassment. Engaging in such behaviour may result in account termination without notice, and without liability to Search Labs.
11.1. Search Labs reserves the right to obfuscate code where intellectual property may be at risk.
11.2. Search Labs is under no obligation to remove any obfuscation.
12.1. Any Client non-disclosure agreement will also allow Search Labs staff, contractors and connected third parties to share information with each other without risk of litigation or breach.
12.2. All emails sent to Search Labs can and may be viewed by all staff at Search Labs unless explicitly requested.
12.3. Search Labs is not responsible for the privacy between parties to emails CC or BCC. If the information is not to be shared or viewed with all parties in the email it should not be shared with us.
12.4. If you CC or BCC other parties in your emails they may be included in any replies from us willingly or by accident. If you do not wish other parties to be replied to do not CC or BCC them into conversations. The privacy breach is upon the first sender.
12.5. Conversations may be recorded and keep on record for future reference extending to IM chat, email, txt, social media, screenshots.
12.6. In accordance with State and Australian law Search Labs does not record phone conversations without explicitly stating so.
12.8. The Client consents to and authorises Search Labs to include the Client’s personal information in a database compiled by Search Labs for use in direct marketing by Search Labs. If a Client does not wish to receive marketing material from Search Labs, the client can opt-out by contacting Search Labs. All emails, SMS and newsletters from Search Labs allow the Client to opt-out of further mailings.
- Force Majeure
13.1. Search Labs systems (hosting, email, domains, dns, data centers, websites, phone systems) may experience outages beyond its control caused by reason of failure of services provided by third parties (upon which Search Labs relies), act of God, or the consequence thereof including (but not limited to) fire, flood, typhoon, earthquakes or by reason of riots, wars, invasions, acts of hostilities, civil wars, rebellion, terrorist activities, government restrictions, trade embargoes, strikes, lockouts, labour disputes, boycotting or other causes beyond Search Labs’ control. The Client agrees to release Search Labs from any claim or potential claim with respect to outages and any loss or damage suffered by the Client or any third party.
- Governing Law and Jurisdiction
14.1. These terms and conditions are governed by the law of the State of Victoria, Australia and each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of the State of Victoria, Australia. Any matters are to be heard in the closest presiding court to the offices of Search Labs.
- Disclaimer of Warranty and Limitation of Liability for Information Provided by Search Labs or on Search Labs’ Site
15.1. The content on the Site and any advice provided by Search Labs is for general information only and is not intended to address your particular requirements.
In particular, the content on the Site does not constitute any form of advice, recommendation or arrangement by Search Labs and is not intended to be relied upon by users in making (or refraining from making) any specific investment or other decisions.
Appropriate independent advice should be obtained before making any such decision to enter into a working arrangement with Search Labs. Any arrangements made between the Client and any third party named on this Site is at Client’s sole risk and responsibility.
15.1. Use of the Site is at your sole risk. All materials, information, and services are provided “as is,” with no warranties or guarantees of any kind, either express or implied, including, without limitation, implied warranties of merchantability, fitness for a particular purpose or non-infringement.
Without limitation, Search Labs makes no warranty or guarantee that the Site will be uninterrupted, timely, secure, or error-free.
To the maximum extent permitted by law, under no circumstances and under no legal theory, tort, contract, or otherwise, shall Search Labs 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 “search labs”) be liable to the Client or any other person for any money damages, whether direct, indirect, special, incidental, cover, reliance or consequential damages, even if Search Labs 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, Search Labs is found liable to the Client for damages from any cause whatsoever, arising from the Site or work undertaken by Search Labs, and regardless of the form of the action (whether in contract, tort (including negligence), product liability or otherwise), the liability of Search Labs to the Client will be limited to the amount the Client paid for the services.
Last Updated 01 February 2019
Enquiries concerning the currency of this Terms of Service Agreement should be addressed to: firstname.lastname@example.org