These Terms and Conditions (“Terms”) apply to all contracts and all work undertaken by Phillips Robinson Capital (t/as Veritas Digital & Digital Knockout Holdings) (ACN 623 827 449) (“we”, “us”) and together with the Proposal shall constitute the Agreement between The Client (“you”) and us.
The Agreement will commence on the date that you execute a copy of these Terms, make payment of the Deposit, or agree to a payment schedule, whichever is earlier.
If acceptance does not take place within 28 days from the date the Agreement is provided to you, then our offer will lapse and not be capable of acceptance.
The Agreement shall continue in force until:
The Services have been completed; and all Fees and Costs have been paid to us, subject to termination in accordance with the Agreement.
1. Services and Fees
We will provide the selected or outlined services as contained in the Proposal (“the Services”).
You agree to pay to us the stated Fees for the Services as contained in the Proposal, any agreed costs or expenses and additional charges as agreed (“the Fees”).
2. Breach & Termination
We may terminate this agreement immediately if you:
2.1 fail to pay any Fees or Costs when they fall due for payment;
2.2 contravene any obligations pursuant to the terms of this Agreement;
2.3 fail to respond to our communication in a reasonable and timely manner;
2.4 fail to act in a professional manner;
2.5 disparage us on social media, forums, reviews or websites;
2.6 fail to supply timely and adequate access to any of the platforms or tools that we will require to perform the Services including your website, Google Ads account, Google Analytics, Facebook Ad Management, cPanel, FTP or CMS logins; or
2.7 cancel any Direct Debit Authority.
Termination of the Agreement under clause 3 does not affect your liability to pay the Fees and Costs.
Either party may terminate this agreement immediately by giving written notice of termination to the other party if:
The other party commits a material breach of this Agreement and the breaching party fails to remedy the breach within the period of 30 days following receiving written notice of this breach.
The other party persistently breaches this Agreement irrespective of whether such breaches collectively constitute a material breach.
Either party may terminate this Agreement by giving the other party written notice of termination to work until the end of the current billing month.
Where this Agreement is validly terminated by you, you agree to pay a break fee equal to 1 months fees remaining due under our Proposal together with all Costs due as at the date of termination.
The termination of this Agreement shall be without prejudice to the accrued rights of either prior to termination.
A party (Receiving Party) shall keep in strict confidence all technical or commercial know-how, specifications, or processes which is of a confidential nature and has been disclosed to the Receiving Party, its employees, agents or subcontractors, and any other confidential information concerning the Disclosing Party’s business or its products or its services which the Receiving Party may obtain. The Receiving Party shall ensure that its employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the Receiving Party. This clause shall survive termination of the Contract.
During the term of the Agreement and for a period ending 5 years from termination of the Agreement, you will not disclose to any persons within its organisation that do not have a need to know, or to any third party, any information or materials provided by us concerning the method or approach we use to provide the Services.
3. Limitation of Liability and Indemnity
Nothing in this Agreement will: limit or exclude any liability for fraud or fraudulent misrepresentation; or exclude or limit liabilities in a manner that is not permitted under the applicable law.
To the maximum extent permitted by law, our liability to you under this Agreement shall be limited at our option to the replacement or resupply of the Services or refund of the fees that were paid under this Agreement.
Neither party shall be liable to the other party in respect of any loss of profits or anticipated savings.
Neither party shall be liable to the other party in respect of any special, indirect or consequential loss or damage.
Our liability to you under this Agreement in respect of any event or series of related events shall not exceed the total amount paid and payable by you to us under this Agreement in the 12 months preceding the commencements of the event or events.
We shall not be liable for downtime, hacking, virus, disruptions, interruptions, faulty third-party software, search engines or websites on which a service is dependent or other deliveries from a third party.
You shall indemnify and keep us indemnified fully against all liabilities, costs and expenses whatsoever and howsoever incurred by us in respect of any third parties as a result of the provision of the Services in accordance with the Agreement, or the content of your advertising or web pages which result in claims or proceedings against us for infringement of any Intellectual Property Rights or other proprietary rights of third parties, or for breach of confidentiality or contract or for defamation.
Without limiting the generality of the foregoing, you will ensure that any product or service offered by your business will be in accordance with applicable laws and regulations
4. Search Engine Optimisation (SEO)
If you have requested Search Engine Optimisation Services in the Proposal, the terms contained in this section 4 apply.
We agree to optimise your Website and acquire backlinks in accordance with the Proposal with the aim of achieving a prominent position in search engine results.
The parties will work together to produce a list of key search phrases intended to attract the most relevant traffic.
We will work together on a month-to-month basis, until the Agreement is terminated. In the event The Client terminates the SEO service or this Agreement prior to the expiry of the months fee, we shall serve out the remainder of the month, or cancel immediately if agreed upon.
Your monthly direct debit or invoice will commence one week after your keywords have been delivered OR when all on-site SEO has been completed (whichever occurs first). In the instance that payment is delayed, paused, unpaid or similar –
any period where the the service is unpaid is forfeited and The Client will not receive backdated service.
The parties represent and warrant that:
the execution and delivery of this agreement has been properly authorised and they have the power to perform their respective obligations under this Agreement; constitutes a legal, valid and binding obligation of it enforceable in accordance with its terms by appropriate legal remedy; other than in relation to material included;
We represent and warrant to you that we:
will complete the Services in a professional and workmanlike manner;
will use all reasonable endeavors to meet any performance dates specified in the Proposal but any such dates shall be estimates only and time shall not be of the essence for the provision of the Services.
The Company shall not be liable for any delay in delivery of the Services caused by a Force Majeure event or The Client’s failure to provide the Company with adequate delivery instructions or any other instructions relevant to the supply of the Services.
You represent and warrant to us that:
You own, or have all necessary licenses and permissions to use all copy, images, logos, trademarks, business names and any other information and materials provided by you for use in performing the Services;
Any goods or services offered by your business comply with all relevant laws and regulations, including those relating to e-commerce, trademark, copyright, defamation, and the Australian Consumer Law;
You will maintain your own backups of the website following delivery and will not hold us liable for restoring any data except to the extent that the data loss arises directly from a negligent act or omission by us;
You will provide assistance and technical information to us, as reasonably required by us in sufficient time to facilitate the performance of the Services;
You have sole responsibility for ensuring the accuracy of all information provided to us and warrant that your employees in assisting in the performance of the Services have the necessary skills and authority.
On the basis that payment is not made, no additional content will be created or modified, no on-site optimisations will occur during that period and no other additions to your service will commence until payment is made in full.
(Severability) If a provision is unenforceable or invalid it is to be read down or severed to the extent necessary without affecting the validity or enforceability of the remaining provisions.
(Entire Agreement) The Agreement (comprising these Terms and the Proposal) forms the entire agreement between the parties about its subject matter and shall supersede all other negotiations, representations, warranties or agreements.
(Variation) No variation to this Agreement will be valid unless in writing and executed by all the parties.
(No Waiver) Any rights under this Agreement may not be waived or varied except in writing signed by the party to be bound. Unless otherwise expressly stated in the Contract, no waiver or relaxation in whole or in part of any of the terms and conditions of the Agreement will be binding.
(Jurisdiction) The laws of NSW govern this Agreement and each party submits to the exclusive jurisdiction of the courts of NSW.