SEO SERVICES TERMS AND CONDITIONS

AGREEMENT AND READING THESE TERMS

AGREEMENT

  1. This agreement outlines the terms and conditions under which Digital Cornerstone, trading name of 216 Digital Ltd, will provide the customer with the services outlined in the engagement letter. 
  2. By signing an engagement letter (including through electronic signature), indicating acceptance of the engagement letter, or by ordering, paying for, or accepting any of the services, the customer is entering into an agreement with Digital Cornerstone and agreeing to these terms.

DEFINITION OF TERMS

The capitalised words and phrases used in these terms have the following meanings: 

  1. As defined in the engagement letter, 
  2. As indicated by the words immediately preceding any bolded and bracketed word or phrase, or 
  3. As defined in clause 17 of these terms.

ORDER OF PRECEDENCE

In case of any inconsistency between these terms and any engagement letter, the clauses of these terms will take precedence to the extent of such inconsistency, except for any “Special Conditions” specified in the engagement letter which will take precedence over these terms to the extent of any inconsistency.

TERM OF AGREEMENT

  1. These terms take effect on the Commencement Date and will remain valid for the initial period specified in the engagement letter (Initial Term). 
  2. If the engagement letter includes a renewal period, these terms will automatically renew for successive periods (each a Renewal Term) upon the expiration of the Initial Term, unless terminated by either party. 
  3. It is the responsibility of each party to give notice of termination before the end of each Renewal Term.

SERVICES

SCOPE OF SERVICES

  1. Digital Cornerstone provide deliverables to you, the client
  2. Digital Cornerstone will provide the Customer with the Services in accordance with the Engagement Letter if and when the letter is required. 
  3. The scope of the Services is limited to the details provided in the Engagement Letter or otherwise agreed in writing, and excludes any services specified as “Out of Scope” in the Engagement Letter. Digital Cornerstone will determine, at its discretion, when the scope of each of the Services has been completed. 
  4. Our services include (but are not limited to):
  • Outreach and obtaining backlinks from other websites.
  • Creation of all types of content related to websites
  • Technical SEO work
  • Optimising of Google Business Profiles

STARTING WORK AND SUSPENSION OF SERVICES

Digital Cornerstone may, in its discretion: 

  1. Choose not to commence work on any Services until the Customer has paid any Fees or deposit payable in respect of such Services; and 
  2. Withhold delivery of Services or suspend Services until the Customer has paid the invoice in respect of such Services.

Changes to Scope

  1. The Customer must pay a ‘change in scope fee’, in an amount reasonably determined by Digital Cornerstone (Change Fee), for changes to Services requested by the Customer which alter the scope set out in the Engagement Letter and require Digital Cornerstone to perform additional work or incur additional costs (Changes).
  2. Unless otherwise agreed in writing, Digital Cornerstone may at its discretion extend or modify any delivery schedule or deadlines for the Services as may be reasonably required by such Changes.
  3. Digital Cornerstone will only be required to perform Changes, if:
    1. Digital Cornerstone agrees in writing to perform the Changes;
    2. The Customer confirms in writing that they wish for Digital Cornerstone to proceed with the Changes and the relevant Change Fee; and
  4. The Customer pays the Change Fee, in accordance with clause 6 as if it was a Fee.

SEO Services

  1. This Clause 3.4 applies if the Services include search engine optimization services (SEO Services).
  2. The Customer must provide Digital Cornerstone access to any accounts required for the SEO Services, allowing Digital Cornerstone to sign in or be added as a user.
  3. The Customer acknowledges and agrees that:
    1. Digital Cornerstone makes no promise or guarantee regarding the effectiveness of any SEO Services; and
    2. The effectiveness of the SEO Services may be affected by circumstances outside Digital Cornerstone’s control, including:
  1. Changes in the policies and/or ranking algorithms of search engines;
  2. Changes to the Customer’s accounts occasioned by a party other than Digital Cornerstone including if the account is cancelled or disabled on a temporary or permanent basis; and
  3. The platform that is used by Digital Cornerstone to perform the SEO Services changing its functionality.

Website Design Services

  1. This clause 3.5 applies if the Services include web development services, including building or customizing websites (Website Design).
  2. Digital Cornerstone reserves the right to determine the choice of programming languages used in the Website Design.
  3. In the event that Digital Cornerstone is required to purchase a website domain on the Customer’s behalf, we will not transfer ownership of that domain until the Customer has made the final payment for the domain to Digital Cornerstone.
  4. Digital Cornerstone only tests websites on desktop resolution in the following web browsers: Apple Safari, Google Chrome, Microsoft Edge and Mozilla Firefox.
  5. In accordance with clause 9, all new material (as defined in clause 9) will be retained by Digital Cornerstone until the Website Design services are paid for in full.

Delivery Schedules

Any delivery schedules or deadlines for the Services are estimates only and not guaranteed.

Security

Digital Cornerstone will use its best efforts to ensure that the customer's website, application or other information or data (Customer Data) is stored securely. However, Digital Cornerstone does not accept responsibility or liability for any unauthorized use, destruction, loss, damage or alteration to the Customer Data, including hacking, malware, ransomware, viruses, malicious computer code or other forms of interference.

Disclaimer

The Customer acknowledges and agrees that:

  1. All information provided as part of the Services is an opinion only, based on Digital Cornerstone’s experience and best practices;
  2. Some Services may rely on other services being provided by Digital Cornerstone. If a Service (“initial service”) is reliant on another service and the Customer chooses not to obtain the initial service, then Digital Cornerstone is not responsible for any delay or any other consequence that may result from the failure by the Customer to obtain the initial service;
  3. Digital Cornerstone is not responsible for any delay in the Services that may result from any changes made by the Customer (including via accident) to any part of the Services including, for example, account settings not performed or approved by Digital Cornerstone;
  4. Digital Cornerstone does not guarantee any particular outcome, or any particular decision from any third party, on any issue, if the Customer relies on the Services;
  5. The Services may be affected by circumstances outside Digital Cornerstone’s control;
  6. The Customer may be required to provide instructions, feedback and input as part of the Services; and
  7. It is the Customer’s responsibility to comply with applicable regulations relevant to the Customer’s business, including industrial relations laws and privacy laws.

Customer Obligations

Provide Information

  1. The Customer must provide Digital Cornerstone with all documentation, information, and assistance reasonably required to perform the Services.
  2. If required, the Customer must promptly provide any instructions, feedback, and input, and take any necessary actions in response to requests made by Digital Cornerstone (for example, to verify a telephone number) that are reasonably required as part of the Services. In some cases, Digital Cornerstone cannot provide the Services unless it has instructions, feedback, and input from the Customer or if the Customer does not take the necessary actions in response to requests made by Digital Cornerstone. Digital Cornerstone will not be liable for any delay in the Services that result from a delay in the Customer providing instructions, feedback, or input or taking the necessary actions in response to requests made by Digital Cornerstone.
  3. The Customer warrants that all information, documentation, and other material it provides to Digital Cornerstone for the Services, including company information, marketing information, financial records, and commercial information, is complete, accurate, compliant with any applicable laws, and industry regulations, and up-to-date.

Access

The Customer agrees to provide Digital Cornerstone with access to the Customer’s:

  1. Premises;
  2. Personnel;
  3. Website; and
  4. Any accounts used by the Customer (including login details and passwords),

as reasonably required.

Third-Party Terms & Conditions

  1. If the Services involve Digital Cornerstone acquiring goods and services supplied by a third party on the Customer’s behalf, the Customer acknowledges that third-party terms and conditions (Third-Party Terms) may apply.
  2. The Customer agrees to comply with any Third-Party Terms applicable to any third-party goods and services that are used in performing the Services. Digital Cornerstone will not be liable for any loss or damage suffered by the Customer in connection with such Third-Party Terms.

Payment

Fees

  1. The Customer must pay the Fees in the amounts on or before the Due Date set out in the Engagement Letter.
  2. To the maximum extent permitted under the Digital Cornerstone any Fees paid in accordance with these terms are non-refundable.
  3. If there is no Due Date set out in the Engagement Letter in relation to a Fee, that Fee must be paid at the time set out in the relevant invoice issued by Digital Cornerstone.
  4. If an invoice issued by Digital Cornerstone does not set out a Due Date, then payment will be due within 3 business days from the date of that invoice.

Digital Advertising Spend 

  1. The Fees do not include digital advertising spend (Ad Spend) and the Customer will be responsible for paying these amounts directly to the relevant platform.
  2. If requested by Digital Cornerstone, the Customer must provide Digital Cornerstone with its credit card, direct debit, or bank details for the purposes of making Ad Spend on the Customer’s behalf.
  3. The Customer consents to Digital Cornerstone using the Customer’s credit card, direct debit, or bank details on its behalf to make payments for Ad Spend.

Expenses

The Customer will bear:

  1. Any expenses agreed in the Engagement Letter; and
  2. Any third-party costs incurred by Digital Cornerstone in the course of performing the Services unless otherwise provided for in the Engagement Letter.

Accreditation

Unless otherwise agreed, all deliverables provided to the Customer as part of the Services (Deliverables) must, if requested by Digital Cornerstone, bear an accreditation and/or a copyright notice including Digital Cornerstone's name in the form, size, and location as directed by Digital Cornerstone. Additionally, Digital Cornerstone retains the right to describe in detail the Services (including data related to the Services and the results of any Services) and reproduce, publish, and display the Deliverables in Digital Cornerstone's portfolios, website, and other marketing and promotional materials, and to be credited with authorship of the Services and Deliverables.

Confidentiality and Non-Solicitation

Confidentiality

  1. Both parties must keep the other party's Confidential Information (as defined in the Engagement Letter) confidential and must not disclose it to any third party without the other party's prior written consent, except as provided in this clause.
  2. The confidentiality obligation does not apply to information that is:
    1. Generally available to the public, other than as a result of a breach of this clause;
    2. Required to be disclosed by law; or
    3. Disclosed to a party's subcontractors, outsourced workers, employees, cloud storage providers, or agents for the purpose of performing the Services or the party's obligations under these terms.

Non-Solicitation

For the duration of the Initial Term and (if applicable) any Renewal Term, and for 1 year thereafter, the Customer must not employ or engage (or be knowingly involved in another employing or engaging) any officers or employees of Digital Cornerstone with whom the Customer had contact during the Initial Term and (if applicable) any Renewal Term.

INTELLECTUAL PROPERTY

DEFINITIONS

In clause 9, the following terms have the following meanings in relation to Intellectual Property Rights: 

  1. Existing Material means Material of either party, other than New Material;
  2. Material means tangible and intangible information, documents, reports, software (including source and object code), inventions, data and other materials in any media whatsoever; and
  3. New Material means Material that is created, written, developed or otherwise brought into existence as part of the Services.

EXISTING MATERIAL

  1. Except to the extent otherwise set out in the Engagement Letter or in this clause 9:
    1. Each party retains ownership of the Intellectual Property Rights in its Existing Material; and 
    2. Nothing in these terms transfers ownership of or assigns any Intellectual Property Rights in, either party’s Existing Material to the other party. 
  2. The Customer grants to Digital Cornerstone (and its Personnel) a non-exclusive, royalty-free, non-transferable, worldwide and irrevocable license to use its Existing Material to the extent reasonably required to perform any Services.
  3. The Customer warrants that Digital Cornerstone’s use of the Customer’s Existing Material will not infringe the Intellectual Property Rights of any third party and will indemnify Digital Cornerstone from and against all losses, claims, expenses, damages and liabilities (including any taxes, fees or costs) which arise out of such infringement.
  4. Digital Cornerstone grants to the Customer a non-exclusive, royalty-free, non-transferable and revocable license to use its Existing Material, to the extent:
    1. Such Existing Material is incorporated into the New Material; and
    2. Such use is reasonably required for the Customer to enjoy the benefit of the Services.

NEW MATERIAL

  1. Unless otherwise set out in the Engagement Letter, Intellectual Property Rights in New Material are assigned to and vest in the Customer upon Digital Cornerstone receiving payment of the relevant Fees for the New Material.
  2. The Customer grants to Digital Cornerstone a perpetual, irrevocable, transferable, worldwide and royalty-free license (including the right to sublicense) to use, copy, modify, and adapt the New Material for the purpose of showcasing Digital Cornerstone's work, marketing, and promotional efforts.

Warranties

  1. To the maximum extent permitted by applicable law, all express or implied representations and warranties not explicitly stated in these terms are excluded.
  2. Nothing in these terms is intended to limit the operation of the Advertising Standards Authority (ASA) or The Government of the United Kingdom Under the Advertising Standards Authority (ASA) or The Government of the United Kingdom, the Customer may be entitled to certain remedies, such as a refund, replacement, or repair, if there is a failure with the goods or services provided by Digital Cornerstone. Additionally, Digital Cornerstone warrants that the services provided will be performed with reasonable care and skill.

LIMITATION OF LIABILITY

  1. To the maximum extent permitted by applicable law, the maximum aggregate liability of Digital Cornerstone to the Customer in respect of loss or damage sustained by the Customer under or in connection with these terms (except for any loss or damage set out in clause 11(b) below) is limited to the total Fees paid to Digital Cornerstone by the Customer in the 1 month preceding the first event giving rise to the relevant liability.
  2. The Customer releases Digital Cornerstone from all liability in relation to any loss or damage arising out of or in connection with the Services to the extent such loss or damage is caused or contributed to by information, documentation or any other Material provided by the Customer is incomplete, inaccurate or out-of-date.
  3. The Customer agrees at all times to indemnify and hold harmless Digital Cornerstone and its officers, employees and agents (“those indemnified”) from and against any loss (including reasonable legal costs) or liability incurred or suffered by any of those indemnified where such loss or liability was caused or contributed to by the Customer or the Customer's officers’, employees’ or agents’:
    1. Breach of any term of these terms;
    2. Breach of any third-party intellectual property rights; or
    3. Negligent, fraudulent or criminal act or omission.
  4. Digital Cornerstone will not be liable for any incidental, special or consequential loss or damages, or damages for loss of data, business or business opportunity, goodwill, anticipated savings, profits or revenue arising under or in connection with these terms or any goods or services provided by Digital Cornerstone, except to the extent this liability cannot be excluded under the Advertising Standards Authority (ASA) or The Government of the United Kingdom, or any other applicable law.

TERMINATION

TERMINATION RIGHTS

  1. Digital Cornerstone may terminate these terms at any time by providing 30 days written notice to the Customer. The date of termination will be 30 days from the date of the notice.
  2. After the Initial Term and during any Renewal Term, the Customer may terminate these terms by providing 30 days written notice to Digital Cornerstone. The date of termination will be 30 days from the date of the notice.
  3. Either party (Non-Defaulting Party) may terminate these terms immediately by written notice to the other party (Defaulting Party) if the Defaulting Party:
    1. Is in breach of these terms and either:
  1. Fails to remedy such breach within 14 days of receiving notice from the Non-Defaulting Party requiring it to remedy such breach; or
  2. That breach is not capable of remedy; or
  1. Ceases, suspends or threatens to cease or suspend to conduct its business.

ACCRUED RIGHTS AND LIABILITIES

The expiration or termination of these terms will not prejudice any accrued rights or liabilities of either party nor excuse either party from a breach of these terms occurring prior to the expiration or termination of these terms.

CONSEQUENCES OF EXPIRATION OR TERMINATION

Upon expiration or termination of these terms:

  1. Digital Cornerstone will refund any amounts paid by the Customer for Services not provided as of the date of termination;
  2. Digital Cornerstone will retain any New Material (defined in clause 9) to the extent that the Customer has not paid the Fee for the New Material;
  3. The Customer must pay all amounts owed for Services already provided as of the date of termination;
  4. Each party must return all property of the other party to that other party; and
  5. Each party must immediately return to each other party, or (if requested by that party) destroy, any documents in its possession or control containing Confidential Information of the other party.

SURVIVAL

Any clause that by its nature would reasonably be expected to be performed after the termination or expiry of these terms will survive and be enforceable after such termination or expiry.

DISPUTE RESOLUTION

  1. Prior to commencing legal proceedings, any party claiming a dispute has arisen under or in connection with this agreement must first attempt to resolve the dispute through good faith negotiations. This includes providing written notice to the other party or parties containing reasonable details of the dispute and requesting its resolution under this clause.
  2. Both parties must make a genuine effort to resolve the dispute within 14 days (or such other period as agreed by the parties in writing) of the dispute notice being given. If the dispute is not resolved within this period, any party may take legal action to resolve the dispute.

NOTICES

  1. All notices or other communications under these terms must be written and in English. They should be delivered via email to the other party's email address specified in these terms, or if no email address is specified, the email address most regularly used by the parties for correspondence regarding the subject matter of these terms as of the date of these terms. The parties may update their email address by providing notice to the other party.
  2. Unless the sending party knows or has reason to suspect that an email was not delivered to the other party's email address, notice will be considered to be given:
    1. 24 hours after the email was sent; or
    2. When replied to by the other party, whichever is earlier.

FORCE MAJEURE

  1. In the event that a party (Affected Party) is unable to fulfil any of its obligations under these terms, other than an obligation to pay money, as a result of a Force Majeure Event, the Affected Party must promptly provide written notice to the other party including reasonable details of the event and the extent to which it affects the Affected Party's ability to fulfil its obligations.
  2. The affected obligation will be suspended to the extent that it is impacted by the Force Majeure Event, provided that the Affected Party has complied with clause 15(a).
  3. The Affected Party must make a reasonable effort to overcome or resolve the Force Majeure Event as soon as possible.
  4. A “Force Majeure Event” is defined as any unforeseeable, uncontrollable and extraordinary event or circumstance beyond the reasonable control of the Affected Party, including but not limited to:
    1. Natural disasters, such as hurricanes, earthquakes, floods, fires and pandemics;
    2. Strikes or other industrial actions;
    3. War, terrorism, sabotage, blockade or revolution;
    4. Government actions, regulations or restrictions, including those related to COVID-19.

GENERAL

GOVERNING LAW

These terms shall be governed by the laws of the United Kingdom.

JURISDICTION

Each party irrevocably submits to the exclusive jurisdiction of the courts of the United Kingdom and courts of appeal from them in respect of any proceedings arising out of or in connection with these terms. Each party irrevocably waives any objection to the venue of any legal process on the basis that the process has been brought in an inconvenient forum.

ASSIGNMENT

A party may not assign, novate or otherwise transfer any of its rights or obligations under these terms without the prior consent of each other party, such consent not to be unreasonably withheld.

AMENDMENTS

These terms may only be amended by a document signed by each party.

WAIVER

No party to these terms may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver.

FURTHER ACTS AND DOCUMENTS

Each party must promptly do all further acts and execute and deliver all further documents required by law or reasonably requested by another party to give effect to these terms.

ENTIRE AGREEMENT

These terms embody the entire agreement between the parties and supersedes any prior negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to the subject matter of these terms.

Interpretation

  1. Words in the singular include the plural, and vice versa.
  2. Words indicating a gender include the corresponding words of any other gender.
  3. If a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning.
  4. A reference to “person” or “you” includes an individual, the estate of an individual, a corporation, an authority, an association, consortium or joint venture (whether incorporated or unincorporated), a partnership, a trust, and any other entity.
  5. A reference to a party includes that party's executors, administrators, successors, and permitted assigns, including persons taking by way of novation and, in the case of a trustee, includes any substituted or additional trustee.
  6. A reference to a party, clause, paragraph, schedule, exhibit, attachment, or annexure is a reference to a party, clause, paragraph, schedule, exhibit, attachment, or annexure of or to Digital Cornerstone terms, and a reference to these terms includes all schedules, exhibits, attachments, and annexures to it.
  7. Headings and words in bold type are for convenience only and do not affect interpretation.
  8. The word “includes” and similar words in any form is not a word of limitation.
  9. No provision of these terms will be interpreted adversely by a party because that party was responsible for the preparation of these terms or that provision.

Definitions

In these terms, the following words and phrases have the following meanings:

Term Meaning
Commencement Date This means the date on which the customer signs the Engagement Letter.
Confidential Information This means information of, or provided by, a party that is by its nature confidential, is designated as confidential, or that the recipient of the information knows or ought to know is confidential (including all commercial information exchanged between the parties), but does not include information that is, or becomes, without a breach of confidentiality, public knowledge.
Customer This means the customer set out in the Engagement Letter.
Due Date This means the date by which the fees must be paid as set out in the Engagement Letter or as required by any invoice that Digital Cornerstone issues to the customer for the services.
Engagement Letter This means the engagement letter provided to the customer by Digital Cornerstone that sets out specific services to be provided.
Fees This means the amount payable for the services as set out in the Engagement Letter.
Initial Term This means the initial contract period as set out in the Engagement Letter.
Intellectual Property Rights This means all copyright, trademark, design, patent, trade, business, company and domain names, confidential and other proprietary rights, and any other rights to registration of such rights whether created before or after the date of these terms both in Australia and throughout the world.
  1. Digital Cornerstone
 This means the Trustee for Digital Cornerstone – company number: 08251764 
Personnel This means employees, secondees, agents, and subcontractors (who are individuals), including employees and contractors (who are individuals) of subcontractors.
Services This means the services that Digital Cornerstone will provide to the customer as set out in the Engagement Letter.

 

Last updated on 8th October 2024 at 20:10