By placing an order with Digilari Pty Ltd (“Digilari”), you (the Client) confirm that you have read and will be bound by the terms and conditions in this Agreement. Digilari General Terms and Conditions and the Proposal form essential parts of this Agreement.
Terms of Business
- General
Digilari will provide the services set out in the Proposal with reasonable skill and care.
However, Digilari has no direct control over search engines (or their system) and activities of other companies that may impact the results of the services provided by Digilari. As such you accept that Digilari cannot guarantee that the professional delivery of the services will result in Increases in revenue, profits, sales leads, website traffic, page ranking, etc.
- Payment for Services
The Client is to pay periodic invoices as per the proposal. Billing occurs in advance.
The initial invoice of a new campaign is due on the date of issue. At our discretion, we can choose to continue or commence activity if the invoice has not been fully paid.
The Client agrees that any failure by the Client to make payment of the set fee will be dealt with under the general terms and conditions of trade as supplied by Digilari.
- Cancellation
A request to cancel services under this agreement can be made at any time. A request to cancel this service will only be accepted by Digilari if:
- The client completes and submits the Digilari’ Cancellation Form; or
- Sends an email to their primary contact at Digilari.
Requests for the cancellation of services take effect (30) thirty days from receipt of written cancelation notice however invoices dated prior must still be paid. Cancellation requests made in any other format will not be accepted by Digilari.
All microsites and landing pages developed by Digilari will remain the intellectual property of Digilari during the lifetime of the contract and will remain the intellectual property of Digilari following termination of the contract.
- Website Access
The client agrees to supply Digilari with the necessary FTP and Content Management System backend access to the website, in order to provide the services under this agreement.
- Disclaimers, Limitations, Warranties and Liability
5.1 The Client agrees that Digilari is not liable for any failure to carry out services for reasons beyond Digilari control.
5.2 Digilari shall not be responsible for URLs or web pages dropped or excluded by a search engine for any reason.
5.3 The Client will not alter, and will procure that no other person alters any content, or source code of the website, at any time during the service period, without Digilari’s prior written consent. Digilari cannot be held responsible for any consequential loss of listings, ranking, visibility, outcomes or associated damages that may arise from parties other than Digilari changing content or code;
5.4 The website should be hosted on a reliable server, based in the country of Search Engine interest, with constant availability, for optimum results. The client will not hold Digilari responsible for any errors resulting from the client’s website being unavailable for any reason.
5.5 If the client or any 3rd party, after engaging Digilari service, makes modifications to the website, or uses unethical SEO techniques (such as cloaking, hidden text, keyword stuffing, etc.) or add pharmaceutical, gambling or pornographic links to the website that have no relevance to the website, Digilari will issue a cancellation of service notice. Digilari will cancel the existing agreement with immediate effect and all fees payable to Digilari will be due and payable. Digilari will not be held liable for the resulting effects caused by the client or a third party.
- Search Engine Optimisation
Optimisation / SEO / Search Engine Optimisation: The process of improving the visibility and ranking of a webpage in search engines via natural / un-paid / organic search results.
6.1 Digilari SEO Service will be based upon the agreed exact keywords / phrases and the exact web page to optimise. Once the list of keywords has been compiled by Digilari and the client, Digilari will begin optimisation with billing commencing at this time.
6.2 The Client will receive a regular report on how their website is performing.
6.3 The client can choose to change the keywords in their list at any point in time, however it takes time to increase the websites ranking for each new keyword, and therefore Digilari do not recommend changing keywords frequently.
6.4 Digilari advises that regular, fresh content added to the website will significantly help to improve the stability of rankings within search engines. By accepting this agreement, the client understands fully that regular, unique content plays an important part in the success the ranking of their website. Failure to add unique content will lessen the impact of the services provided by Digilari.
6.5 The client agrees to supply Digilari with relevant content (text and images) that can be added to the web page that is being optimised. If Digilari has to create or source content on the client’s behalf outside the scope of the Proposal, the client will be given a quote for this work before proceeding with the service.
6.6 The client agrees to allow Digilari to add content to existing and new pages on their website on an ongoing basis for the purpose of improving it’s ranking on Google.
6.7 The client gives permission for Digilari to set, create and or set up relevant accounts with search engines on behalf of client, in order to fulfil its obligations under these terms.
6.8 Digilari cannot guarantee an exact timeframe for SEO services.
6.9 Google and other Search Engines do change their policies and ranking algorithms regularly. This can alter what can be achieved and Digilari cannot be held responsible.
6.10 You authorise Digilari to establish links to and from your web site, and other websites and/or industry guides and/or directories, and you appoint Digilari as your agent for this purpose. Digilari agrees to use all reasonable efforts to ensure that links established do not harm the ranking of your web site.
- Pay-Per-Click (PPC) Campaigns including Adwords
7.1 Prior to the commencement of a campaign, you and Digilari shall agree:
- The keywords to be used in the campaign;
- The budget for the campaign;
- The setup fee to create the campaign; and
- The management fee to operate the campaign;
These aspects shall be revisited during the campaign and may need to change.
7.2 To activate a PPC campaign, Digilari will make a number of requests. Where Digilari makes reasonable requests for information or changes to the website, you agree to respond within a reasonable timeframe.
7.3 You appoint Digilari as your agent for the purposes of:
(a) Creating an account with Google (or others) as requested;
(b) Agreeing on your behalf to the terms and conditions applicable to those accounts;
(c) Paying for any charges applicable to those accounts using the information you provided to Digilari;
(d) Adding, deleting or modifying keywords and copy; and
(e) Altering bids.
7.4: All work carried out by Digilari on any Google Adwords, Yahoo or Bing account and campaigns will remain the intellectual property of Digilari during the lifetime of the contract and will remain the intellectual property of Digilari following termination of the contract.