Terms and Conditions

/Terms and Conditions
Terms and Conditions 2017-04-02T05:36:35+00:00

systEmise Website Agreement

Our Commitment to you

i) We respect our Client’s confidentiality (Item 7).

ii) We use open source solutions wherever possible. This means no vendor lock-in.Software fees are charged at ‘fair and reasonable rates’ or in most cases, fees are not applicable (Item 13.1).

Introduction

This document defines the terms and conditions of our working relationship. Unless otherwise agreed to in writing by both the parties, the terms of this Agreement will commence on the date specified. All prices include GST

All services that SystEmise may be contracted to produce or provide for Clients Actual Name (referred to as Client) will be subject to the following:

Definitions

As used herein and throughout this Agreement:

“Agreement” means the entire content of this Basic Terms and Conditions document, the Proposal document(s), Schedule(s), together with any other Supplements designated below, together with any exhibits, schedules or attachments hereto.

“Content” means any material provided by you to us or made available to us for the purpose of us providing the Services to you, including any content (such as data, videos, images, scripts, text, applets, links and any other information) to be published on or made available from your Website (if applicable) or digital directory listing. Customer Content also includes any amendments or changes we make to material provided by you or made available to us for editing, style, presentation or search engine optimisation purposes;

“Copyrights” means the property rights in original works of authorship, expressed in a tangible medium of expression, as defined and enforceable under Australian and International Copyright Law.

“Deliverables” means the services and work product specified in the Proposal to be delivered by SystEmise to the Client, in the form and media specified in the Proposal.

“Services” means all services and the work product to be provided to Client by SystEmise as described and otherwise further defined in the Proposal.

“Trademarks” means trade names, words, symbols, designs, logos or other devices or designs used in the Final Deliverables.

“Open Source Software” means computer software that is available in source code form for which the source code and certain other rights normally reserved for copyright holders are provided under a software license that permits users to study, change, and improve the software.

“Ongoing Management” means the ongoing work to keep the website functioning and secure. This includes, but is not limited to: data management, backups, maintenance, upgrades and software patches.

General Terms

1. Authorisation

The Client authorises SystEmise to perform the services outlined in this agreement on the Clients’ behalf, which may include, but is not limited to, accessing their hosting account and disk space, creating databases and applications, and submitting the project to search engines.

2. Agreement Scope and Period

Services supplied, costs and rates are limited to what is specifically set forth in this agreement. Any additional services will require an additional agreement. We reserve the right to adjust our service and rates after this period.

3. Costs and Fees

Changes and additions outside of the scope of this document will be quoted and invoiced to the Client. The Client will be advised of all costs, changes and additions before commencement of the additional work. Fees for professional services do not include outside purchases such as, but not limited to, software licensing, copyright licensing, printing, photography, color printouts, laminating, illustrations, shipping and handling or courier service. Expenses are itemised on each invoice. Expenses are subject to GST.

4. Production Schedules

Production schedules will be established and adhered to by both the Client and SystEmise. Where the Client does not adhere to production schedules, final delivery date or dates will be adjusted accordingly. Additional costs may be charged for Client delays, if the delays result in an increase in time to manage or deliver the services.

5. Overtime

Estimates are based on a reasonable time schedule, and may be revised to take into consideration the Client’s requested “Priority Scheduling”. Requested priority schedules that require overtime and weekend work will be subject to 60% markup at an hourly rate. Overtime is defined as between 6.00pm – 9.00am Monday to Friday, all day Saturday, Sunday and public holidays, unless otherwise agreed.

6. Website Development Payment Terms

6.1 SystEmise offers two Web design options.

The first is the Website Package options – namely Bronze, Silver and Gold package sites which are based on WordPress Templates.

The second is the Platinum Design package which is a custom design site built under the framework of WordPress.

6.2 Payment for ‘Extras’. 
In many instances clients opt for additional features during the course of the design & development of their website. Upon website approval, SystEmise will invoice the client for any ‘extras’ agreed to during the website building process. Payment of this invoice is required prior to SystEmise undertaking further work on the website.

6.3 Non payment. If the Client fails to pay any invoice, SystEmise reserves the right to withdraw the website and associated materials or refuse completion and/or delivery of work until past due balances are paid. All materials or property belonging to the Client, as well as work performed, may be retained as security until all just claims against the Client are satisfied. SystEmise will charge a late payment fee of 5% per month on the outstanding amount. The Client is responsible for any debt collection fees that may come due.

6.4 Cancellation
. If a client decides not to proceed with the website prior to any work having been commenced, SystEmise will provide a full refund less an administration fee of 10%. Unfortunately, no refunds will be provided once SystEmise commences work on building the website. If you have any questions regarding the above terms and conditions please email admin@systemise.com.au.

6.5 Payment Terms. “Bronze, Silver and Gold” Sites
Payment for the chosen website pack can be made through the SystEmise website. Alternatively, SystEmise will be happy to provide the client with a manual invoice for EFT payment.

6.6 “Platinum Sites” Web Development Payment Terms

6.6.1 The Client agrees to pay SystEmise in accordance with the terms specified in each proposal/estimate. The Client will be invoiced and required to pay 30% of the project cost before commencement of work. Unless otherwise specified, all subsequent balances due are payable upon completion of key stages of the project.

6.6.2 If the Client fails to pay any invoice, SystEmise reserves the right to withdraw the website and associated materials or refuse completion and/or delivery of work until past due balances are paid. All materials or property belonging to the Client, as well as work performed, may be retained as security until all just claims against the Client are satisfied. SystEmise will charge a late payment fee of 5% per month on the outstanding amount. The Client is responsible for any debt collection fees that may come due.

6.6.3 In the event of cancellation of the project prior to completion, the Client must pay SystEmise a fee for work completed, based on the contract price and the expenses already incurred.

7. Confidentiality

SystEmise will not disclose to any third party or use, other than for the purposes of this agreement, any knowledge or information imparted to or obtained by it during or in connection with the fulfillment of this agreement, which is of a secret or confidential nature relating to the business, equipment, processes, products, services or business strategies offered or employed by the Client.

This obligation of confidence will cease to apply in relation to information that SystEmise is required to disclose by any law, or which becomes part of the public domain other than as the result of a breach by SystEmise of its obligations of confidence under this Agreement.

8. Warranties

Our warranties to you

Subject to any of your rights under the Australian Consumer Law, which contains consumer guarantees that may not be able to be excluded, we do not warrant that:

a. the Services provided under this Agreement will be uninterrupted or error free;
b. the Services will meet your requirements, other than as expressly set out in this Agreement or as made known to us as being the particular purpose for which the services are acquired;
c. the Services will be free from external intruders (hackers), virus or worm attack, denial of service attack, or other persons having unauthorised access to our services or systems; or
d. you will receive any increase in revenue, profit, goodwill or website usage as a consequence of your use of the Services.

Your warranties to us

8.1 You warrant and represent that:

a. if you are a corporate entity, you have full corporate power to own your assets and to carry on your business;
b. you have the power to enter into and perform this Agreement;
c. the entry into and performance of this Agreement by you does not constitute a breach of any obligation (including but not limited to any statutory, contractual or fiduciary obligation), or default under any agreement or undertaking, by which you are bound;
d. you are not subject to an Insolvency Event; and
e. you are not entering into this Agreement as trustee of any trust or settlement

8.2 You warrant and it is a condition of this Agreement that:
a. any Customer Content you provide to us will not infringe the Intellectual Property Rights or other rights of any third party;
b. you will conduct such tests and computer virus scanning as may be necessary to ensure that any content (including Customer Content) uploaded by you or End Users onto or downloaded by you or End Users from the our server does not contain any computer virus and will not in any way, corrupt the data or systems of any person; and
c. you will keep secure any passwords used with our Services.

9. Subcontractors

SystEmise reserves the right to assign subcontractors or external suppliers. Any subcontractors or external suppliers will be bound to the terms of this agreement.

10. Promotion

SystEmise reserves the right to use the Client’s website, associated graphics and any unused ideas and development in the promotion of SystEmise services. The Client agrees to allow SystEmise to retain a credit and link from the footer of the website.

11. Copyright

The Client is responsible for all trademark, servicemark, copyright and patent infringement clearances. The Client is also responsible for arranging, prior to publication, any necessary legal clearance of materials SystEmise uses for this project. The Client indemnifies SystEmise against any loss or damage arising directly or indirectly from any unauthorised use of photographs, text, or other Intellectual Property not under copyright ownership of the Client.

12. Project Copyright

12.1 After acceptance of the website and payment of all sums due by the Client, SystEmise agrees to assign perpetual and unrestricted copyright to use any materials produced by SystEmise as outlined in this agreement to the Client including exclusive usage rights to unique graphics.

12.2 SystEmise reserves all rights over working and source files. The Client does not have the right to resell, reuse or re-purpose any design or content supplied as part of this agreement unless specified.SystEmise own all rights, title and interest in the Intellectual Property Rights in any software (including the source code and object code), documentation, online platforms, equipment, technology or any other material (including in material or electronic form) that we make available during the course of providing you the Services; and

12.3 nothing in this Agreement transfers to you any ownership of any Intellectual Property Rights referred to in clause

12.4 SystEmise reserves all rights to licence (open source) and release all software code including website templates developed under this agreement.

13. Open Source Software

13.1 SystEmise makes extensive use of open source software and components to supply websites and services to the Client. SystEmise will not charge additional licencing fees on open source software.

13.2 The Client indemnifies SystEmise against any loss or damage arising directly or indirectly from any failure of software supplied to the Client.

13.3 All software and components not developed by SystEmise retain the original licence and terms associated with them. SystEmise cannot assign any rights to theClient and the Client agrees to be bound by the original Author’s terms.

14. Force Majeure

SystEmise shall not be deemed in breach of this Agreement if SystEmise is unable to complete the Services or any portion thereof by reason of fire, earthquake, labor dispute, act of God, death, illness or incapacity of SystEmise or any local, state, federal, national or international law, governmental order or regulation or any other event beyond SystEmise’s control (collectively, “Force Majeure Event”). Upon occurrence of any Force Majeure Event, SystEmise shall give notice to the Client of its inability to perform or of delay in completing the Services and shall propose revisions to the schedule for completion of the Services.

15. Limitation of Liability

The services and the work product of SystEmise are sold “as is.” In all circumstances, the maximum liability of its Designers, Directors, Officers, Employees, Design Agents and Affiliates (“SystEmise parties”), to the Client for damages for any and all causes whatsoever, and the Client’s maximum remedy, regardless of the form of action, whether in contract, tort or otherwise, shall be limited to the net cost of this project as specified in this Agreement. In no event shall SystEmise be liable for any lost data or content, lost profits, business interruption or for any indirect, incidental, special, consequential, exemplary or punitive damages arising out of or relating to the materials or the services provided by SystEmise even if SystEmise has been advised of the possibility of such damages, and notwithstanding the failure of essential purpose of any limited remedy.

16. Domain Names

16.1 All domain names are legally owned by the Client. All domain name registrations are subject to availability and registration rules. The Client manages their domain(s) and payment of fees unless expressly stated otherwise.

16.2. The Client may request that Systemise manages the domain names on their behalf, however legally each and every domain name remains the property of each of the client who is the rightful ABN/ACN holders of their business. Should any client wish to be released, Systemise agrees to assist in releasing the domain name(s) free of charge.

17. Browser Variance

Our websites are optimised for XHTML compliant browsers and adjusted to support Internet Explorer (IE). We test using the browsers that are statistically the most commonly used. Layout and aesthetic elements may change or degrade in some browsers. Websites are tested on

  • Internet Explorer versions 9 and above
  • Latest version of Firefox (Mac)
  • Latest version of Safari (Mac)
  • Latest version of Chrome (Mac)

SystEmise will test and optimise for additional browsers and versions if requested by the Client before commencement of the project.

18. Colours

Website visitors use different monitors with different settings. Colours and image quality of the website including graphics and photography will shift between computers and monitors.

19. Testing and Acceptance of the Website

Once the project has, in the opinion of SystEmise been completed, SystEmise will notify the Client either verbally or in writing, and provide the Client with an opportunity to test and review the website. If the Client determines that the website does not comply with the Project Components agreed to in this document, SystEmise agrees to carry out any necessary and reasonable modifications without extra charge.

20. Website, Data and Security

20.1 Upon the end of this agreement, The Client is free to transfer their website management to another service provider. Should a client request a release fee of $200 will be levied to have their site released to another provider. Upon payment of the release fee, SystEmise will provide a core website backup file. This file will be handed over to the client for their next web developer to implement. SystEmise is not responsible for any loss of data during this process. SystEmise is not responsible for the actual transfer of the website, nor the re-setup of email addresses and forwarders, all of which is the responsibility of the new provider. Once the transfer has been requested there is a 30 day window before the site and hosting will be removed from our server. Please also note that after the transfer, no online training videos or support will be available from

21. Ongoing Maintenance

21.1 Ongoing Management (see definition) is not included in this agreement and will require an additional agreement.

21.2 If The Client does not proceed with an additional or Ongoing Management agreement, The Client is responsible for Ongoing Management of the website and indemnifies SystEmise against any loss or damage arising directly or indirectly from website downtime or security breaches.

22. Client Responsibilities

If the Client or an agent of The Client other than SystEmise attempts to update, edit or alter the site’s pages, infrastructure, source files or hosting management in a way that causes damage to individual pages or the site’s architecture, time to repair web pages will be assessed at our STANDARD or OVERTIME hourly rate, and is an additional cost above the costs outlined in this agreement.

23. Errors and Omissions

It is SystEmise’s responsibility to check carefully for accuracy in all respects, ranging from spelling to technical illustrations. However SystEmise is not liable for errors or omissions. The Client indemnifies SystEmise against any loss or damage arising directly or indirectly from any errors and omissions.

24. Revisions

SystEmise include in our quotation two rounds of revisions for the changes you request after we have commenced work on your asset, unless stated otherwise in your proposal. Extended revisions outside of this scope will be charged under the “Hourly” rates as specified in our documents to you .

25. Copy

All text must be supplied in digital format (TXT, RTF, HTML, MS Word, Open Office, InDesign).

26. Images

Graphics and photographs are to be supplied in digital format to SystEmise. Photographs must not exceed a file size of 5mb each (unless by prior arrangement). Larger files will incur an extra cost due to increased time in processing.

27. Branding

All logos and branding must be provided in industry standard vector format (preferences are: EPS, PDF, Illustrator).

28. Termination

Either party may terminate this Agreement by giving 30 days written notice to the other of such termination. In the event that work is postponed or terminated at the request of the Client, SystEmise shall have the right to bill pro rata for work completed through to the date of that request, while reserving all rights under this Agreement.

If additional payment is due, this shall be payable within fourteen days of the Client’s written notification to stop work. In the event of termination, the Client shall also pay any expenses incurred by SystEmise and SystEmise shall own all rights to the work. The Client shall assume responsibility for collection of all legal fees necessitated by default in payment.

29. Other

Damage or Loss
) SystEmise is not liable for any damage or loss caused to a website once it has been handed over to the client. We encourage our clients to take care when editing their sites. SystEmise is also not liable for any content that is on your website.

WordPress – 
Every SystEmise website is built on WordPress, an open source CRM platform. Please note we neither own, nor control Word Press. SystEmise is not responsible for any disruption, loss of data or inconvenience caused by Word Press.

WordPress Themes 
SystEmise uses WordPressThemes to build the websites. Please note we neither own, nor control WordPress Themes. SystEmise is not responsible for any disruption, loss of data or inconvenience caused by WordPress Themes.

Campaign Monitor, Aweber, Mail Chimp 
SystEmise uses E-Marketing Solutions such as those listed to assist its clients with E-Marketing.
Please note we neither own, nor control these Solutions. SystEmise is not responsible for any disruption, loss of data or inconvenience caused by them.

PayPal and Other 3rd Party Plug-ins
SystEmise uses 3rd party plugins such as Woo-Commerce, PayPaland Facebook etc to give our clients’ websites additional functionality. Please note we neither own, nor control any of these 3rd party plugins. SystEmise is not responsible for any disruption, loss of data or inconvenience caused by 3rd Party Plugins.
SystEmise Logo
 SystEmise websites feature a small SystEmise logo at the bottom of the footer to show we are the creator of the site.We may use your name and trade marks, your details and details of the duration and value of this Agreement in our lists of customer references and marketing materials and entering into this Agreement is deemed to be your consent for us to so act.

Using your Personal Information for marketing related and communication purposes

Unless you have requested in your Application not to receive marketing material, you acknowledge that we may send you from time to time any communication in the form of telephone calls, written correspondence, letters, brochures or emails from us or our related parties to enable you to keep up-to-date with our Services and other matters relating to internet security, viruses, useful tools, promotions and sites of interest. This communication does not constitute spam as we have a business relationship with you.If you do not wish to receive such communications you may opt-out of receiving marketing material at any time by contacting us. This will not affect any communications we send to you which are account-related or legally required.

Support

SystEmise Support

SystEmise has website support packages as specified on our site. All our websites are designed to give our clients the ability to access and edit their website with ease.

1. Standard Website Support

The cost of our Standard Website Support covers:
advice on editing/adding content to your site such as text, links, images, pages or posts.
 Forgotten log-ins/passwords
.

Our Standard Website Support does not cover maintaining or editingclient’s websites. Setting up email on mobile, laptop or PC devices
. Technical support for Phones, Computers, IT and Internet help
. Performing work or support of third Party plug-ins or services such as PayPal, Facebook, YouTube, LinkedIn, Photoshop, Networked Blogs etc.
 These tasks will incur an hourly fee.

Our Standard Website Support
 SystEmise clients have access to our friendly support team. Support is handled exclusively through the SystEmise support site support@systemise.com.au. Support is offered between 9:30am to 4:30pm Mondays to Fridays. SystEmise support is exclusive for SystEmise clients. SystEmise does not support any 3rd party inquiries.
 *Please note that support is not available on Public Holidays or over the annual Christmas break unless expressly agreed to under a separate proposal.

Hosting

1. SystEmise offer a optional hosting Plan for Clients. It is our preference that our Clients accept the plan, as our service is dedicated to WORDPRESS sites and has the Malware Virus Scanners to detect malicious files, quarantine sites etc . Please note that whilst we use one of the most reputable, Australian and stable hosting providers, SystEmise is not responsible for the page load speed or downtime of hosting providers.

2. Nightly Back up of Website
 – SystEmise Web Hosting Plan provides for automatic backup of every site that is hosted.

3. Monthly Hosting Fee & Payment Terms
 – The SystEmise Support and Hosting fee is detailed on our website or your specific proposal . Clients must complete our E-Debit online form prior to the website planning meeting. The monthly hosting fee is reviewed in January each year and may be increased to reflect increased costs. SystEmise will notify all Clients via email in January of each year, if there is to be a cost increase. Any such cost increase will take effect the following month.

3.1. The monthly direct debits will be transacted on or about the 1st business day of each month. The first payment will occur during the month following the receipt of the E-Debit form. SystEmise Clients are responsible for any changes to their direct debit information and must inform SystEmise of any changes to their bank details. Please note if clients wish to pay via credit card, there will be a 1.65% surcharge for VISA and MasterCard and 4.2% surcharge for AMEX and Diners.

4. Failure to Pay / Insufficient Funds /Cancellation – If the automatic debit defaults, it is automatically reprocessed until paid in full plus a penalty fee of $11 per debit default and will continue to be reprocessed until paid. Failure to pay your monthly hosting fee within 14 days will result in the suspension of your the site and email accounts until full payment has been received. SystEmise clients paying by automatic debit agree to pay all bank, reference, debt collection or legal fees associated with any default or legal proceedings to recover outstanding fees.

Cancellation of the automatic debit requires one month’s notice in writing. Cancellation of hosting will result in the suspension and removal of the website from the time payment ceases.

5. Release of Website – 
After the launch of the website, the client who elect SystEmise Website Hosting Plan must remain with the plan for a minimum term of 12 months. Should a client request a release after expiry of the 12 month term, a release fee of $200 will be levied to have their site released to another provider. Upon payment of the release fee, SystEmise will provide a core website backup file. This file will be handed over to the client for their next web developer to implement. SystEmise is not responsible for any loss of data during this process. SystEmise is not responsible for the actual transfer of the website, nor the re-setup of email addresses and forwarders, all of which is the responsibility of the new provider. Once the transfer has been requested there is a 30 day window before the site and hosting will be removed from our server. Please also note that after the transfer, no online training videos or support will be available from SystEmise.

6. Non SystEmise Hosting

6.1 The Client is responsible for contacting the chosen host for support relating to hosting matters. SystEmise will charge for costs incurred liaising with the hosting company and supporting the Client with hosting related issues.

6.2 SystEmise will charge for costs incurred due to differences in hosting environment if installation and management exceeds standard time frames.

Social Media Marketing Services

Social Media Product Terms

1. General


In these Product Terms, these words have the following defined meaning:

Social Media Account means an account created in your name with a Social Media Site.
Social Media Marketing Services means any social media marketing services ordered by you in your Application or as otherwise requested by you.

Social Media Page means a webpage on a Social Media Site created via a Social Media Account.
Social Media Site means one or more of, but not limited to :

  • Facebook at www.facebook.com;
  • Twitter at www.twitter.com;
  • MySpace at www.myspace.com;
  • LinkedIn at www.linkedin.com;
  • Google+ at plus.google.com;
  • Local Directories online directory page at www.localdirectories.com.au;
  • YouTube at www.youtube.com; or
  • Google Places at places.google.com,

as selected by you in your Application or as agreed from time to time.

Supplied Content means all data, media or content provided by you to us for the purpose of receiving the social media marketing services; and

Supplied Details means all information supplied by you, to us, for the purpose of receiving the social media marketing Services from us.

2 Payment

2.1. Payment for all Social Media Marketing Services is due and payable in advance.

2.2. All Social Media Marketing Services are provided on a per domain name basis. If you require Social Media Marketing Services in relation to another domain name, you must purchase additional Social Media Marketing Services from us.

3. Services

We will use reasonable efforts to provide to you the Social Media Marketing Services, as agreed in your application, which may include:

3.1. setting-up Social Media Pages for you on the Social Media Sites as agreed in your Application,

3.2. setting-up a Social Media Account for you on the Social Media Sites as agreed in your Application (if required)

3.3. uploading your Supplied Content onto your Social Media Pages.

4 Information required

You agree to provide us with all information to enable us to provide the Social Media Marketing Services to you, and warrant that all Supplied Details are true and correct, and belong to you. You acknowledge that any failure by you to provide such requested information will be detrimental to our ability to provide the Service, and we will not be responsible for any resultant failure in delivering the Service.

5. Appointment as agent

You appoint us to act as your agent in providing the Social Media Marketing Services, including, but not limited to:

5.1.access and utilise the Social Media Sites for the purposes of providing the Social Media Marketing Services;
5.2.use your Supplied Details and Supplied Content for the purposes of providing the Social Media Marketing Services;
5.3.enter into all applicable Social Media Site terms and conditions you are required to accept and agree to in using and accessing the Social Media Sites on your behalf; and
5.4. if you have selected in your Application to receive ongoing Social Media Marketing Services from us as part of our Support Services, to do the acts set out in subclauses 3.1 to 3.3 above on an ongoing basis for the period you receive Support Services from us.

6. Password security

You will at all times keep your Social Media Account and Social Media Page passwords and log-in details secure. You agree that you are entirely responsible for when and how your Social Media Account or Social Media Page is used, including use by us in providing the Social Media Marketing Services in accordance with the Agreement.

7. Responsibility for content

You agree that you are solely responsible for all Supplied Information and Supplied Content and any use of it by us in providing the Service in accordance with this Agreement.

8. Licence to Supplied Details and Supplied Content

You grant us a licence to use, modify and adapt your Supplied Details and Supplied Content for the purpose of providing the Social Media Marketing Service to you and you agree to your Supplied Details and Supplied Content being published on your Social Media Pages.

9. Your use of the Service

You agree that:

  • you are the owner of, or have the appropriate licences to, all Supplied Content;
  • all Supplied Details belong to you, and are true and correct;
  • you are responsible for all content displayed on your Social Media Page, and that we have no connection or responsibility either to you or any third party for any content displayed;
  • you are solely responsible for your Social Media Page;
  • your use (and our use on your behalf) of the Social Media Sites is at your own risk;
  • unless you have selected in your Application to receive ongoing Social Media Marketing Services from us as part of our Support Services, our association with your Social Media Accounts or Social Media Pages is limited to our creation of your Social Media Accounts (if required) and Social Media Pages as your agent. Our association with your Social Media Accounts or Social Media Pages will cease immediately once your Social Media Accounts (if required) and Social Media Pages have been created and you have been notified of the same; and
  • you have read, understood and agree to all applicable terms and conditions relevant to the Social Media Sites.

SEO Service Agreement

SEO Product Terms

1. General


1.1. In these Product Terms, these words have the following defined meaning:

Google Adwords means the online advertising product of the Supplier, Google.

Google Analytics means the website data service offered by the Supplier, Google.

Search Engine Optimisation or “SEO” means the tools and techniques used to improve the search ranking of the Client’s Website and relevant traffic on the key words selected and/or close variations of these phrases, and include search engine marketing techniques.

Other capitalised terms have the same meaning as in the General Terms and Conditions, unless otherwise stated.

2. Product Services


2.1. For this Product, the Service consists of SEO services.

2.2. This Service may include a Campaign Setup Fee (the cost of setting up the SEO services), the Campaign Fee (the cost of the SEO services, and the conversion tracking technology) and the Campaign Management Fee (cost of Service management and reporting) as set out in the Cover Sheet.

2.3. SYSTEMISE may use a Supplier for providing some or all of the Services. Where relevant, SYSTEMISE will notify Client, and Client is responsible for ensuring they are complying with the most recent version of the Supplier terms.



3. SEO services

3.1. Client will:

  • 
authorise SystEmise and its Suppliers to Submit Client Website pages being promoted to search engines and directories;
  • authorise SystEmise to optimise the structure and content of Client’s Website pages.
  • provide SystEmise with log-on information (username and password) so can SystEmise gain FTP access to the Client Website;
  • 

allow implementation of all optimisation strategies on Client Website;
  • 

inform anyone else who has access to the Client Website that SystEmise are performing the SEO Services on the Website; and
  • ensure Client Website is always active and accessible.

3.2. SystEmise may change at any time keywords used in a SEO campaign at any time without giving you notice.

3.3. Client agrees and acknowledges that the Service may be detrimentally affected if Client has:

  • 

employed the services of another SEO provider, or any other related services to work on the Client Website during the same period;
  • 



employed the services of a search engine submission company during the same period;
  • 



created any duplicate sites, duplicate content or pages, redirects or doorway pages;
  • 

requested or exchanged links with link farms or undertaken any spamming techniques which may harm the Client Website; or
  • 



attempted to use any other techniques, whether allowed by Google or other Suppliers or not, to attempt to increase the SEO ranking of the site.

3.4. SystEmise makes no warranty or representation:

  • 

as to the position your advertisement is placed on a search result page, or the frequency and time of day that your advertisement is displayed;
  • 

for any specific result on any search engine;
  • 



as to the quantity or quality of increased traffic or sales to Client Website; or
  • 

as to Client Website’s ranking. In particular, Client acknowledges that the search engines change their ranking algorithms on a regular basis and new sites and competitor sites may be being optimised and submitted continually.

3.5. While Google’s results are displayed on other search engines, SystEmise’s Services are aimed at increasing visibility and boosting traffic from Google, MSN, Yahoo! and other search engines, as SystEmise sees fit.

3.6. Client acknowledges and agrees that:

  • the information available on or through Client Website following application of the Services is not reviewed, controlled or examined by SystEmise in any way before it appears on Client’s Website;
  • 

SystEmise does not endorse, verify or otherwise certify the contents of any such information; and
  • Client remains at all times legally responsible for the content of Client Websites (including in connection with infringement of intellectual property rights of any other party).

3.7. Client acknowledges and agrees that the number of new visits to Client Website may be affected if:

  • Supplier discontinues or changes its product in such a way as to make the Service redundant;
  • 

Client Website is offline for a period of 14 days or more;
  • There has been a break in the Service due to non-compliance with this Agreement; and/or
  • 

Client has not supplied SystEmise with sufficient information to have Client’s listings published within 14 days of signing the Agreement.

3.8. SystEmise does not warrant or guarantee that:

  • any information available on or through SystEmise will be free of infection by viruses, worms, trojan horses or anything else manifesting contaminating or destructive properties; or
  • that the functions or services performed by SystEmise or a Supplier will be uninterrupted or error-free, or that defects in Services will be corrected.

3.9. Client remains responsible for the ongoing security and integrity of their own software, website, networks and systems.

3.10. Client agrees to pay SystEmise the Product Fees as set out in the Agreement.

4. Reporting




4.1. Client will be given reports on a monthly basis detailing Client Website activity.