Digital Marketing Services Agreement

Terms and Conditions

These are the Terms and Conditions on which Digiexpert will carry out work for you. They will apply each time that you ask us to do work for you or carry out a Service. They set out our Services and what you can expect from us. Please read them carefully. It is a condition of your use of our Services that you comply with these Terms and Conditions.

These Terms and Conditions are subject to change without notice and may be replaced. Digiexpert may change these Terms and Conditions by general notice on a page of our website, by email or by any other method of communication.

1. ENGAGEMENT

You may engage us to carry out a Service for you by:

  • signing and returning a Pricing Structure to us
  • providing an authorised Purchase Order; or
  • in the case of smaller engagements by written verification.

Unless Digiexpert notify you otherwise, Digiexpert will accept that engagement, subject to these Terms and Conditions. The Service will commence in line with the Service schedule or when Digiexpert accept the engagement.

2. PRICING STRUCTURES

If Digiexpert provide you with a Pricing Structure for the Service, then that Pricing Structure:

  • is based on the Specifications, and is subject to change if the parties agree to amend the Specifications;
  • does not include GST;
  • and is valid for a period of 30 days from the date Digiexpert issue the Pricing Structure, unless otherwise agreed by Digiexpert.

3. SERVICES

The Services that Digiexpert provide to you, and any specific terms, may include some or all of the following:

  • Search Engine Optimisation (SEO)
  • Search Engine Advertising
  • Display Advertising
  • Social Media Advertising
  • Social Media Management (SMM)
  • Strategy, Creative and Analytics

You acknowledge that electronic services are subject to interruption and failure and all non-electronic services are subject to disturbance, and therefore:

  • the services will not be uninterrupted; and your access to the service and the operation of the service will not be uninterrupted.
  • Digiexpert reserves the right to continue to provide the services and/or invoice you for the Services in the event of any disruption, other than a disruption caused by Digiexpert negligence.

4. HOURS OF SERVICE

All services will be carried out between 8:30 am and 5:30 pm, Monday to Friday excluding public holidays and the Christmas / New Year closure periods, unless specifically included as a paid additional service.

5. CONTENT SUPPLIED BY YOU

You must supply to us all required content you want us to use in the Service, and all other content Digiexpert reasonably request in a requested timeframe.

You must supply all Client Content in the following digital format/s:

  • text/copy: Microsoft Word, Google Docs or Rich Text
  • tables: Microsoft Excel, Google Sheets
  • images: high resolution where possible (JPEG, PNG files)
  • logos: vector format (Illustrator EPS/AI)
  • diagrams/maps: vector format (AI) or (JPEG files)
  • if required, access to your current website and database via SSH, ftp and/or CMS/hosting control panel login
  • brand style guidelines

You warrant that the materials or content you provide to us, or that are provided to us on your behalf, will not: breach any rights of any third party; or compromise the security or operation of our computer systems, through a virus or otherwise.

6. VARIATIONS AND ADDITIONAL COSTS

  • If during our engagement there are changes in the specifications of the service, the changes will be treated as a variation.
  • Where a Variation occurs Digiexpert reserves the right to pause work and review the service costings. Digiexpert will discuss the Variation with you and where required will issue a Variation Notice which is to include the modifications to the Specifications and any associated costs. Digiexpert will not proceed with the Services until we receive your written approval to proceed.

Examples of Variations include:

  • introduction of additional requirements not discussed during the onboarding process i.e. branding deliverables, introduction of video imagery, ad text, ad design and Digital Marketing
  • costs for commercial fonts, photography, audio and video
  • additional Service management time
  • unplanned delays in obtaining approval, Client Content resulting in Digiexpert
  • having to reschedule services, staff or facilitate endurance
  • overtime required to meet deadlines due to delays by the Client providing approval, Client Content
  • development work.

It is our process to include Service management time in all quotes, but from time-to-time Digiexpert are required to not only manage the Digiexpert team but also manage your team. This is generally not known at the time of quoting and may be treated as a variation.

If during our engagement there are small changes in the Service, Digiexpert will contact you and provide an estimate of the Additional Costs for these small changes.

Where possible, Digiexpert will attempt to obtain approval from you prior to undertaking the additional work. However, in some cases due to deadline and availability restrictions, this may not be possible and Digiexpert may proceed with the work without obtaining approval.

Additional Costs will be invoiced separately to the Client on an ad hoc basis, charged at current Professional Hourly Rates.

Examples of Additional Costs include:

  • content not in the appropriate format
  • extra workshops requiring additional hours
  • requested additional design alternations
  • requested changes to the design after final approval has been requested or provided
  • uploading and designing of additional Client Content
  • additional meetings and travel time.

You agree that once you have approved the list of key phrases for optimization and use in the provision of the Services by Digiexpert, no changes can be made to that list during the duration of the Services.

7. PURCHASE OF STOCK IMAGES, FONTS, PHOTOGRAPHY, AUDIO OR VIDEO

Unless specified in the Pricing Structure, the Fees do not include any searches or purchase of stock images, commercial fonts, photography, audio or video.

You can provide stock images, commercial fonts, audio or video, or Digiexpert can purchase them on your behalf. When any stock images or commercial fonts are purchased on your behalf, Digiexpert will be the license holder and the image or font can only be used under the terms of the licenses.

You assure, and agree to keep Digiexpert, its directors, officers and employees covered, against all loss arising out of the breach of these licenses.

8. YOUR APPROVAL & IMPLEMENTATION

Your approval and implementation may be required for a number of items (Approval & Implementation Item) presented to you:

  • Service brief
  • keyword endorsements
  • local SEO report
  • on page SEO report
  • ad text
  • ad targeting
  • ad creative
  • design models
  • each updated version of the chosen design model
  • implementation of transformation tracking code
  • website development
  • completed design
  • variation Notices

When Digiexpert provide you with any Approval Item, you must notify us in writing whether you do or do not accept the completed Approval Item.

You will be deemed to have accepted the Approval Item if Digiexpert do not receive a response from you within 5 business days.

9. SCHEDULING, PRODUCTION AND SERVICE MANAGEMENT

If Digiexpert consider it to be necessary, we will develop a production schedule for the Services. We will use reasonable commercial accomplishments to carry out the services in accordance with that schedule.

If you delay in providing the approval, implementation, Client Content or feedback Digiexpert require, then this may result in:

  • a change in the delivery deadline set out in the production schedule
  • if the delivery deadline cannot be changed, a Variation Notice will be issued

10. SEARCH ENGINE OPTIMISATION (SEO)

Our Search Engine Optimisation Services may include:

  • Keyword research & Suggestions
  • Local SEO Report
  • On Page SEO Report
  • Copywriting & Content Creation
  • Creation of Google Analytics account
  • Implementation of Transformation Tracking Code
  • Creation of Google Search Console account
  • Link Building
  • Local Citations
  • Monthly Progress Report

Our Search Engine Optimisation Services exclude:

  • Implementation of On Page SEO Report
  • Implementation of advanced conversion tracking code where website development is needed
  • Broken Links clean-up & ongoing maintenance
  • Google Search Console management
  • Website Development
  • Website Maintenance & Security Updates
  • New Website Migration

11. SEARCH ENGINE ADVERTISING

Our Search Engine Advertising Services may include:

  • Keyword research & Keyword Recommendations
  • Creation of Google AdWords account
  • Creation of Google Analytics account
  • Setup of conversion tracking in Google Analytics
  • Implementation of conversion tracking code
  • Creation of text ad copy and ad extensions
  • Management of keyword bids and ad targeting
  • On-going optimisation and Digital Marketing Campaign analysis
  • Monthly Progress Report

Our Search Engine Advertising Services exclude:

  • Implementation of advanced conversion tracking code where website development is needed
  • Creation of a Privacy Policy
  • Website Development
  • Change of Strategy Mid-Campaign

Unless otherwise agreed, Digiexpert will utilise their professional account to involve the appropriate third-party provider e.g. Facebook, Google.

The client recognizes that Digiexpert source suppliers and engagements, but the terms and conditions of those settlements are managed by the suppliers. You will provide the access to your social media accounts for us to set up accounts on your behalf.

12. DISPLAY ADVERTISING

Our Display Advertising Services may include:

  • Creation of display banners
  • Creation of Google AdWords account
  • Setup of conversion tracking and remarketing tags in Google Analytics
  • Implementation of Conversion Tracking Code
  • Set-up of audience targeting
  • On-going optimisation and Digital Marketing Campaign analysis
  • Monthly Progress Report

Our Display Advertising Services exclude:

  • Implementation of advanced conversion tracking code where website development is needed
  • Creation of a Privacy Policy
  • Website Development
  • Change of Strategy Mid-Campaign

Unless otherwise agreed, Digiexpert will utilise their professional account to involve the appropriate third-party provider e.g. Facebook, Google.

The client recognizes that Digiexpert source suppliers and engagements, but the terms and conditions of those settlements are managed by the suppliers. You will provide the access to your social media accounts for us to set up accounts on your behalf.

13. SOCIAL MEDIA ADVERTISING

Our Social Media Advertising Services may include:

  • Creation of Facebook ads including image design and ad copy
  • Creation of a Facebook ad account within Digiexpert business manager account
  • Setup of conversion tracking in Google Analytics
  • Implementation of conversion tracking code & Facebook pixel
  • Set-up of specific remarketing lists using data from your Facebook pixel
  • Set-up of interest and demographic audiences for Digital Marketing Campaign targeting
  • On-going optimisation and Digital Marketing Campaign analysis
  • Monthly Progress Report

Our Social Media Advertising Services exclude:

  • Implementation of advanced conversion tracking code where website development is needed
  • Creation of a Privacy Policy
  • Website Development
  • Setup & management of your Facebook community or Facebook page
  • Responding to your comments and downloading leads on your Facebook advertisements
  • Integration of Facebook with 3rd party platforms and any resulting data loss
  • Change of Strategy Mid-Campaign

Unless otherwise agreed, Digiexpert will utilise their professional account to engage the appropriate third-party provider e.g., Facebook, Google.

The client allows that Digiexpert source suppliers and placements, but the terms and conditions of those placements are governed by the suppliers.

You will provide access to your social media accounts or permission for us to set up accounts on your behalf.

14. SOCIAL MEDIA MANAGEMENT (SMM)

Our Social Media Management services may include:

  • social media review, analysis and strategy development
  • social media campaigns, blogs, content creation, client engagement and profile management for Facebook, Twitter, LinkedIn or other social media platforms
  • social media analytics
  • social media policy

You will provide access to your social media accounts or permission for us to set up accounts on your behalf.

15. STRATEGY, CREATIVE AND ANALYTICS

Our Strategy, Creative and Analytics services may include:

  • digital marketing audits
  • digital marketing strategy development
  • digital marketing strategy accomplishment
  • videos, images, memes, infographics, whitepapers, reports and surveys
  • Google analytics
  • reputation management
  • call tracking
16. ARCHIVING / RECOVERY

Digiexpert will attempt to archive all electronic files used in the production of your Service. However, Digiexpert will provide no guarantee that any archived files can be retrieved in the future.

Once your Service is launched, archiving of the files and database and copies of these files becomes the responsibility of the Client. Digiexpert can at the request of the Client provide this service for an Additional Cost.

17. DISBURSEMENTS

Disbursement charges are not included in the Fees. If Digiexpert incur any disbursements during the course of the Service, Digiexpert will charge these to you as Additional Costs.

These may include but are not limited to:

  • costs of plugins and themes purchased as part of the Service;

consumable material utilised as part of a Service.

18. WARRANTY DISCLAIMER

Nothing in this Agreement excludes, restricts or modifies any right or remedy, or any guarantee, warranty or other term or condition implied or imposed by legislation which cannot be lawfully excluded or limited. Such legislation includes the Australian Consumer Law which contains guarantees that protect the purchasers of goods and services in certain circumstances, each a non-excludable provision.

Subject to Digiexpert obligations under the non-excludable provisions, and to the fullest extent permissible by law, Digiexpert expressly disclaims all warranties and representations of any kind with respect to the Services whether express, implied, statutory, usage of trade including any warranties, fitness for a particular purpose, satisfactory quality, accuracy and or non-infringement.

19. LIMITATION OF LIABILITY AND WARRANTY

To the fullest extent permissible by law, Digiexpert is not liable for:

  • defects in any services provided by third parties in connection with this agreement
  • any indirect, special loss (including loss of data, profits, revenue, goodwill, anticipated savings and business interruption) however arising, whether or not Digiexpert knew of the possibility of such loss.

To the fullest extent permissible by law, in no event will Digiexpert liability in contract, tort, this agreement exceeds the amounts actually paid by the Client to Digiexpert for the Service.

Digiexpert makes no warranties regarding the likelihood of success of marketing or promotional activity undertaken pursuant to the agreement.

Without limiting the above, Digiexpert will use its reasonable undertakings to enhance the performance of your Digital Marketing Campaign, however, Digiexpert gives no warranties and makes no guarantees in respect of the performance of your Digital Marketing Campaign. You acknowledge that:

  • search engine results and ad position will vary for each of the search engines and social media platforms
  • the algorithms of each search engine and social media platform may change unexpectedly from time to time

To the fullest extent permitted by law, the liability of Digiexpert for a violation of a non-excludable condition is limited in the case of the provision of services:

  • the supplying of the services again
  • payment of the cost of having the services supplied again.

in relation to goods:

  • the replacement of the goods
  • the payment of the cost of replacing the goods
  • the repair of the goods
  • To the full extent permitted by law, Digiexpert excludes all liability for the violation of the Intellectual Property rights of any third party arising from any of the material
  • liability for misrepresentation arising from detrimental reliance on any of the material published in accordance with the performance of the Services
  • liability in respect of loss of data, 3rd party integration failure, breach of our security, interruption of business or any consequential or incidental damages; all representations, warranties or terms other than those expressly set out in the agreement.

Digiexpert total aggregate liability for all claims relating to the agreement is limited to the price for the Services payable under this agreement.

Either party’s liability for any claim relating to the agreement will be reduced to the extent to which the other party contributed to the damage arising from the claim.

20. INDEMNITY

You insure, defend, and hold harmless Digiexpert in respect of all actions, claims, proceedings, demands, liabilities, losses, damages, expenses and costs (including legal fees on a full indemnity basis), in connection with any of the following:

  • any breach of this agreement
  • your negligent acts
  • your use of the Services, including any third-party claims made in connection with Client’s use of the Service, other than use in accordance with this agreement.
  • breach of third-party Intellectual Property.

You indemnify, and agree to keep Digiexpert, its directors, officers and employees assured, against all Loss arising from actions taken performing Services

21. INTELLECTUAL PROPERTY AND SUPPLY OF RAW

Digiexpert grant you a non-transferable, non-exclusive license to:

  • publish one copy of the Service and supporting Service Intellectual Property unless otherwise stated by Digiexpert
  • use and reproduce the other Service Intellectual Property

You must not, without our prior written consent:

  • use the Service Intellectual Property for any purpose other than the specific purpose for which Digiexpert have provided it
  • distribute, lend, resell, transfer, assign the Service, or allow any other person to use it except while visiting the Service
  • attempt to remove any proprietary or copyright notices or any labels on the Service or other Service Intellectual Property.

The supply of raw files is at the discretion of Digiexpert. Additional Costs will apply and may be based upon a percentage of the original Pricing Structure, or a retrieval and release fee.

Digiexpert do not warrant that your use of the designs, materials or content produced by us for you in the course of the Service will not infringe any third party’s Intellectual Property Rights or any person’s Moral Rights, but Digiexpert will advise you if Digiexpert become aware of any infringement.

As part of the Services, Digiexpert may place your company logo and case study on its corporate website or promotional collateral for promotional purposes and you irreversibly authorise Digiexpert to do so. You agree to provide feedback upon request after the release of the Service.

22. CONFIDENTIALITY

Each party agrees to keep confidential, and not to use or disclose except as permitted by these terms and conditions, any Confidential Information of the other party. The parties agree not to disclose these terms and conditions, or any details of a Purchase Order or Pricing Structure. This obligation of confidence extends to Confidential Information obtained by a party before entering into this agreement.

The obligation of confidence above does not apply to Confidential Information to the extent that is required to be disclosed by law or the rules of any stock exchange on which the recipient’s securities are listed, provided that the recipient discloses the minimum amount of Confidential Information required to satisfy the Law or rules.

The Party required to disclose the other Party’s Confidential Information as set out above must:

  • provide a reasonable amount of notice to the other Party of the proposed disclosure
  • consult with the other Party as to the form of the disclosure; and
  • take all reasonable steps to maintain such Confidential Information in confidence.

Each party must take all steps and do all such things as may be necessary, desirable to safeguard the confidentiality of the Confidential Information of the other party.

23. CALCULATION OF FEES IF NOT SPECIFIED

If the Fees are not specified at the commencement of the Service, then Digiexpert will charge you at the Professional Rates for all work that Digiexpert carry out for you in the course of the Service.

Digiexpert will perform the Services as specified in the Pricing Structure as agreed in writing with the client, utilising the specified providers and platforms, for the specified term.

Refunds will not be issued for paused work or overpayment; a credit note may be issued at Digiexpert’s preference.

Digiexpert reserves the right to charge Additional Costs caused by the Client’s instructions, lack of instructions, interruptions, mistakes, work for which Digiexpert is not responsible and changes to the requirements, hardware and Software environment, and extra work required caused by faults or defects in any service provided by a third party.

24. PAYMENT

Direct Debit is our preferred way of accepting payments, we process all direct debit requests through GoCardless and by accepting our terms, the client accepts the terms of GoCardless refer https://gocardless.com/legal/

Payment for Digital Marketing Campaigns must be made by credit card (Visa, Mastercard, Amex), Manual Bank transfer or automatic direct debit from your nominated bank account.

Digital Marketing Campaigns run for the calendar month; payments must be received in advance.

Digital Marketing Campaigns that start mid-month due to delays in receiving approved ad creative or landing pages will have their monthly budget accelerated to be used by the end of that calendar month.

Billing for Digital Marketing Campaigns may not be paused during the Initial Term.

The Term will automatically renew for subsequent periods of the same duration unless either party gives the other party written notice terminating the agreement 30 days prior to the expiration of the Term.

Under the usual circumstances, the client will be charged monthly in advance with the agreed fee.

The agreed monthly Online Advertising fees will be invoiced to the client at the start of the month in advance and a range will be agreed upon in advance where possible with the client.

In relation to our Services, Digiexpert may issue invoices for:

  • the payment as indicated in our Pricing Structure or estimate;
  • for Additional Costs on an ad hoc basis as agreed.

Digiexpert reserves the right to suspend all services provided to the client until any payment default is rectified under this Agreement.

25. GST

Unless Digiexpert expressly state otherwise, the Fees and Additional Costs do not include GST.

If at any time Digiexpert decide that GST is payable on supplies made by us, or if the Australian Taxation Office assesses GST on any such supplies, then the necessary amount will be added to, and form part of, Additional Charges at the GST rate prevailing at the relevant time.

Digiexpert reserve the right to recover from you at any time such an amount on account of GST on supplies made by us to you under this agreement.

26. DURATION OF AGREEMENT AND ITS TERMINATION

Upon execution by both parties this agreement will take effect: immediately and remain in effect until the purpose of the Service has been achieved.

The term will automatically renew for subsequent periods of the same duration, unless either party gives the other party written notice terminating the agreement 30 days prior to the expiration of the term.

A party may terminate this agreement by notice in writing to the other party if:

  • the other party commits a material breach of this agreement that is capable of remedy and fails to remedy that breach within [14] days after receiving notice from the other Party to do so
  • the other party commits a material breach of this agreement that is not capable of remedy
  • the other Party becomes Insolvent.

Digiexpert may terminate this agreement if:

  • you do not provide any information requested within a reasonable time after being asked to do so
  • Digiexpert consider that mutual confidence and trust no longer exist.

Upon termination of this agreement:

  • our obligation to carry out the Service terminates
  • each party’s rights and obligations increased prior to termination are not affected
  • the licence granted ceases
  • any unpaid invoice owed to Digiexpert must be paid, including for any minimum term
  • each party must immediately return to the other party all Confidential Information of the other party in its control, except to the extent that the party needs to keep such information to comply with its record-keeping obligations
27. DISPUTE RESOLUTION

If a dispute arises out of or relates to this Agreement, a Party may not commence any court or negotiation proceedings relating to the dispute unless the Party has complied with this clause. Where a Party fails to comply with this clause any other Party in dispute with the Party so failing to comply need not comply with this clause before referring the dispute to commencing Court proceedings relating to that dispute.

A Party claiming that a dispute to which this clause applies has arisen under this Agreement shall give written notice to each of the other Parties designating as its representative in negotiations relating to the dispute a person with authority to settle the dispute on its behalf. Each other Party given written notice shall promptly give notice in writing to each other Party designating as its representative in negotiations relating to the dispute a person with similar authority.

Digiexpert may pause work to conduct whatever investigations deemed appropriate and, within 90 days of the given written notice, seek to resolve the dispute.

If the dispute is not resolved within the following 90 days, the Parties shall within a further 90 days) seek to agree on:

  • a process for resolving the whole or part of the dispute through means other than litigation, such as further negotiations, mediation, conciliation, independent expert determination
  • the procedure and timetable for any exchange of documents and other information relating to the dispute
  • procedural rules and a timetable for the conduct of the selected mode of proceeding
  • a procedure for selection and compensation of any neutral person who may be employed by the Parties to assist in relation to the dispute
  • The Parties acknowledge that the purpose of any exchange of information is to attempt to settle the dispute between the Parties.

After the expiration of the time established by under the Clause for agreement on a dispute resolution process, any Party which has complied with the provisions and may in writing terminate the dispute resolution process provided for in those paragraphs and may then refer the dispute to arbitration or commence Court proceedings relating to the dispute.

28. GENERAL

Any notice given under this agreement must be in writing, addressed to the other party’s contact persons as notified by the other party. This agreement does not create a relationship of employment, partnership between the parties.

Digiexpert may subcontract our obligations under this agreement.

The failure of a party at any time to insist on performance by the other party of an obligation under this agreement is not a waiver of any of its rights.

If part of the provisions of this agreement is illegal, it will be severed from this agreement, and will not affect the continued operation of the remaining provisions.

The additional terms and conditions referred to above and do not apply to the extent that they:

  • are not permitted under Australian law
  • exclude limit any applicable Consumer Guarantee

Digiexpert may change this agreement from time to time. The new terms will apply to any Service that commences after the date that Digiexpert publish the changed terms and conditions. Your engagement of our Services after that date signifies your acceptance of the amended agreement.

This agreement is governed by the laws of Queensland and Commonwealth of Australia. Each party irreversibly submits to the exclusive jurisdiction of the courts of Queensland and shall not:

  • object to an action being brought in the Queensland Registry of a court of that State or Federal Court
  • assert that any action has been brought in an inconvenient forum
  • and each party undertakes to refrain from:
  • bringing an action in any other court or tribunal whether within Australia or otherwise; and
  • seeking pursuant to the Jurisdiction of Courts (Cross-vesting) Act 1987 (Qld) (as amended) or otherwise to transfer any action to another State or Territory; in relation to any dispute which arises directly or indirectly from this agreement.

This agreement is to be read subject to any legislation that prohibits or restricts the exclusion, restriction or modification of any implied warranties, conditions, or obligations. If such legislation applies, to the extent possible, Digiexpert limits its liability in respect of any claim to, at Digiexpert option:

  • the redelivery of the Services
  • the payment of the cost of redelivery of the Services or acquiring equivalent services

This agreement constitutes the entire agreement of the parties as to the subject matter and supersedes and cancels all prior arrangements, understandings, and negotiations in connection with it. Any statement made in negotiations for this agreement which is not set out in this agreement does not form part of the agreement between the parties.

29. INTERPRETATION

In this agreement:

  • a reference to “this agreement” means these terms and conditions (including any schedule) together with a Purchase Order or Pricing Structure (if any);
  • headings and bold type are for convenience only and do not affect the interpretation of these terms;
  • the singular includes the plural and the plural includes the singular;
  • words of any gender include all genders;
  • other parts of speech and grammatical forms of a word or phrase defined in this agreement have a corresponding meaning, unless the context clearly requires otherwise;
  • an expression importing a person includes any company, partnership, joint venture, association, corporation or other body corporate and any government agency as well as an individual;
  • a reference to any legislation includes all delegated legislation made under it, and amendments, consolidations, replacements or re-enactments of any of them;
  • a reference to a party to a document includes that party’s successors and permitted assignees;
  • a promise on the part of 2 or more persons binds them jointly and severally;
  • no provision of this agreement will be construed adversely to a party because that party was responsible for the preparation of this agreement or that provision; and

specifying anything in this agreement after the words “include” or “for example” or similar expressions does not limit what else is included.

Definitions

Additional Costs means all additional costs that Digiexpert are permitted to charge you under this agreement.

Australian Consumer Law means Schedule 2 of the Competition and Consumer Act 2010 (Cth).

Digiexpert, we, us or our means Digiexpert

Broken Links: Usually occur when pages are renamed or removed from an existing or new website. Search engines look at the number of broken links when determining a website’s ranking, making regular clean-up necessary. The volume of work involved and frequency vary with each individual website. Therefore, clean-up is not included in your SEO campaign. Digiexpert will do regular broken link checks and advise you of what broken links need to be cleaned up.

Change of Strategy Mid-Campaign: If you decide to change your keywords, ad text, ad targeting, ad creative within 3 months of commencement of the Online Advertising services or 12 months of the commencement of the Search Engine Optimisation services, you will be charged at our Professional Hourly Rate to make those changes.

Claim means a demand, action or proceeding of any nature whether actual or threatened.

Client, you or your means, in relation to any work that Digiexpert do for you:

  • the person named as the Client in the Purchase Order;
  • if there is no Purchase Order, then the person named as the Client in the Pricing Structure; or
  • if there is no Pricing Structure, then the person for whom Digiexpert are undertaking the Service.

Client Content is defined in section 5.

Confidential Information of a party:

  • 1. means any information:
  • regarding that party’s business or affairs;
  • regarding that party’s customers, employees, or other people doing business with that party;
  • which is by its nature confidential;
  • which is designated as confidential by that party at the time of disclosure or within 14 days after disclosure; or
  • which the other party knows or ought to know is confidential;

Consumer Guarantee means a consumer guarantee applicable to this agreement under the Australian Consumer Law, (including any ‘express warranty’ within the meaning of section 2(1) of the Australian Consumer Law).

Content Management System (CMS): A content management system (CMS) is a web-based software application or set of related programs that are used to create and manage digital website content.

Copywriting & Content Generation: All SEO campaigns include initial website copywriting and content generation as part of the ongoing article submission and Link Building strategy. If your advertising strategy requires additional copywriting and content generation in the form of blog articles, press releases or additional landing page or website content this can be produced at our Professional Hourly Rate.

Digital Marketing Campaign is the execution of the Services as defined in section 3, combined with the strategy, keywords, ad text, ad targeting, ad creative as agreed between the client and Digiexpert.

Fees means, in respect of a Service:

(a) the Fees payable to us for the Service as set out in a Pricing Structure or Invoice or

(b) if no Fees are specified, Fees for all work Digiexpert do in the course of the Service calculated in accordance with section 23.

Finalisation means when the Service is handed over to you for your data entry and/or testing (not when the Service is launched).

GST means a goods and services tax or similar tax levied in Australia.

Insolvent in relation to a party, means that:

  • the party has ceased or taken steps to cease to conduct its business in the normal manner;
  • the party has entered into or resolved to enter into any arrangement, composition or compromise with or assignment for the benefit of its creditors or any class of them;
  • the party is unable to pay its debts when they are due;
  • a liquidator or provisional liquidator is appointed to the party, or a receiver, receiver and manager, official manager, trustee or similar official is appointed over any of the party’s assets or undertakings;
  • an application or order is made or a resolution is passed for the winding up of the party; or
  • an event similar to one above occurs in respect of the party in any non-Australian jurisdiction.

Intellectual Property Rights means all industrial and intellectual property rights anywhere in the world, including:

  • copyright, patents, trademarks, plant breeder’s rights, rights in circuit layouts, registered designs and any right to have confidential information kept confidential; and
  • any application or right to apply for registration of any of the rights referred to above.

Keyword Recommendations: Digiexpert will aim to find the most profitable keywords for your business. These keywords will have the right context, have significant demand, rank potential, and able to grow current organic visibility. Once these are agreed, we do not recommend a Change of Strategy Mid-Campaign. The movement of these keywords depends on a number of factors including the nature of the business, industry, search volume and search demand. Improvement comes gradually and it takes months of monitoring before we gauge keyword performance.

Landing Page or Website Development: We will provide an initial landing page or website assessment to recommend changes to improve your conversion rate. If your landing page or website is built on one of our supported Content Management Systems we may be able to make changes to your landing page or website at our Professional Hourly Rate.

Link Building: We will create hyperlinks (backlinks) from a number of different news, blog and directory websites to your website’s URL. Search engines analyse the popularity, relevance, and authority of a website through the number of quality hyperlinks pointing back to the website. Growing the backlink profile of a website is a critical part of SEO. The more quality backlinks a website has from trusted sources, the better the chances are for ranking at the top of search results.

Local SEO Report: As part of the search engine optimisation Services and in accordance with Digiexpert’s discretion we will prepare a comprehensive report that details the recommended best practice changes to local directory listings that are necessary to improve the website’s rankings in the most popular search engines at that point in time. These practices will change from time to time as determined by the regularity of the search engines algorithm updates. Digiexpert will use its best endeavours to update and reissue the Local SEO Report as frequently as Digiexpert deems is necessary to reflect best practice local SEO practices.

Digiexpert will create local citations for the client. Citations show the website’s relevance and validity, which help search engines identify the business’ expertise in a particular niche. Citations include local directory listings such as Google My Business, Bing Places, Yelp, Maps Connect (Apple), and many more. For these local citations to be effective, the business name, address, and phone number (NAP) must be consistently listed across the web. All these will be detailed in the Local SEO Report we will send to the client.

Loss means:

  • any liability, cost, expense, loss, personal injury (including illness), death or damage; and
  • in relation to a Claim, Loss includes amounts payable on the Claim and (whether or not the Claim is successful), legal costs and disbursements on a full indemnity basis.

Moral Rights are defined in section 189 of the Copyright Act 1968 (Cth), and includes any similar rights in any jurisdiction outside Australia.

New Website Migration: Maintaining organic position in search results when launching a new website requires extensive planning & research and careful & precise execution. There is a strict process that needs to be followed to ensure all ranking equity, organic rankings, and traffic are retained. A big part of this process is mapping and implementing a series of 301 redirects. When planning the new website build, please contact Digiexpert and we will provide you a list of key pages and content that need to be included as part of the new site. In addition, when the site is nearing completion, please let us know and we will produce a mapping document that will lay out what old pages need to be redirected to new pages to ensure no ranking equity is lost.

Online Advertising includes Search Engine Advertising, Display Advertising, & Social Media Advertising.

On Page SEO Report: As part of the search engine optimisation Services and in accordance with Digiexpert’s discretion we will prepare a comprehensive report that details the recommended best practice changes to the website that are necessary to improve the website’s rankings in the most popular search engines at that point in time. These practices will change from time to time as determined by the regularity of the search engines algorithm updates. Digiexpert will use its best endeavours to update the On Page SEO Report as frequently as Digiexpert deems is necessary to reflect best practice on-page SEO practices.

The On Page SEO Report will recommend a series of changes to the website (on site changes). Generally, most of the on-site content and basic structural changes for an SEO campaign can be done through the website’s Content Management System (CMS). However, there may be more major structural changes required on your website such as changes to: the URL structure, new page templates, sitemaps, website crawlability, mobile friendliness, page speed, social media buttons, breadcrumbs snippet, structured data schema, and Broken Links cleanup which will need to be completed by the clients website developer. If your website is built on one of our supported Content Management Systems we may be able to make changes to your website at our Professional Hourly Rate.

Privacy Policy Before you can conduct search engine or social media advertising your website must have a privacy policy stating what you do to protect your visitors’ privacy and disclose the use of cookies on the site. We are unable to activate live search engine or social media advertising campaigns until your website has a compliant privacy policy. We can prepare one for you at our Professional Hourly Rate.

Pricing Structure means a proposal or fee estimate that Digiexpert provide to you in respect of any work that you have asked us to do.

Professional Hourly Rate means the rate Digiexpert charges per hour for professional Services and is currently $160.00 + GST (subject to change) unless agreed another rate otherwise

Purchase Order means a document issued (in writing or electronically) by us to you that sets out:

  • the Services that Digiexpert will provide to you;
  • the estimated times within which those Services will be provided; and
  • the Fees payable to us for those Services.

Schedule of Fees means the rates and packages attached to this document, and any replacement of that professional services schedule released from time to time.

Service means, in relation to any work that Digiexpert do for you:

  • the Service described in a Purchase Order;
  • if there is no Purchase Order, the Service described in a Pricing Structure;
  • if there is no Pricing Structure, then the Service described in the Specifications; or
  • if there are no Specifications, then the work that you have asked us to do.

Service Intellectual Property means designs, artwork, software and materials provided to you in the course of the Service, and any other Intellectual Property Rights created in the course of the Service, but does not include:

  • the Content Management System (except to the extent that Digiexpert have modified it);
  • the Digiexpert website Tools (except to the extent that Digiexpert have modified them); or
  • Client Content.

Services means the Services that Digiexpert provide to you in the course of the Service, as described in section 3.

Specifications means specifications for the work that you have asked us to do, and that you provide to us before or at the commencement of the Service.

Title Guarantee means a guarantee pursuant to any of sections 51, 52 or 53 of the Australian Consumer Law.

Variation means changes to the Pricing Structure, Specifications as described in section 6 and elsewhere in this agreement.

Variation Notice means is the written notification regarding the costs associated with Variations as described in section 6 and elsewhere in this agreement.

Warranty is any fix required to a supplied Digiexpert Service within 28 days of Finalisation. The determination of warranty labour is at Digiexpert’s discretion.

Website Maintenance & Security Updates: A slow-loading, poorly working website will negatively affect the success of any Digital Marketing Campaign. If a search engine determines that a website has broken pages, spam or viruses, it would no longer list the website in search results. Search engines make sure that the links served at the top of search results are quality websites that visitors would find helpful and relevant. To keep your Digital Marketing Campaign working optimally, regular website maintenance and security updates must be done. This includes checking the website’s back-end for any bugs and errors, monitoring search console, conducting link clean-up, security version updates and patches. The client’s website developer must ensure these tasks are completed regularly. If your website is built on one of our supported Content Management Systems, we may be able to make changes to your website at our Professional Hourly Rate

Package: We may agree to a fixed package which include certain services like on page seo, security updates, website maintenance and advertising. We use our best endeavours to research and implement strategies and are not liable to share our knowledge and experience with the client as we provide service and not strategy.