PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY. BY ENGAGING OUR SERVICES YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS BELOW. Before being provided with SEO services by 1147 Marketing you are required to accept this Agreement which can be reviewed anytime 1147 Marketing reserves the right to change these Terms and Conditions and the version at the above link is always the binding version of this document. This SEO Service Agreement (“Agreement”) is by and between 1147 Marketing, and you, and your heirs, assigns, agents and contractors (collectively, “You”) and is made effective on the date of electronic execution. This Agreement sets out the terms and conditions of Your use of our Search Engine Optimization (“SEO”) service and represents the entire Agreement between you and 1147 Marketing. By using our SEO service, you agree that you have read, understood, acknowledged and agreed to be bound by all the terms and conditions of this Agreement.
- The SEO service
1147 Marketing currently provides the Search Engine Optimization service to its customers on a monthly subscription model based on the level of support and ongoing optimization that is required. 1147 Marketing will provide you with its SEO service which is aimed, but not guaranteed, to give your website the best possible chance of reaching the first page of Google for the agreed search terms, and you agree to abide by these terms and conditions and in each of 1147 Marketing’s policies and procedures, as may be amended by 1147 Marketing from time to time.
The SEO service is not guaranteed, but will be performed to the best of 1147 Marketing’s knowledge and ability; The work that is carried out by 1147 Marketing is aimed at increasing visibility and boosting ranking on Google. It is not possible to give a 100% guarantee for any specific result on any search engine, nor can 1147 Marketing quantify the level of increased traffic or sales, as a result of the SEO campaign. No guarantees are expressed or implied as to the rankings of your keywords because search engines change their ranking algorithms frequently and new sites and competitor sites are being optimized continually. It is possible for your website’s rankings to go backwards, if this were to happen, no liability will be on 1147 Marketing and no refunds or discounts given. SEO deliverables are to improve your website rankings on the key words selected &/or close variations of these phrases. In some cases it may not be possible to improve rankings on certain key word phrases and in this case 1147 Marketing will select the closest relevant key word phrases to optimize. The SEO process can take several months to show some significant effect. During this time the client site is analyzed and optimized within the timelines and resources specified in agreement. Achieving stable high rankings can take up to 6-12 months.
SEO reporting will start within one month after the start date of the campaign and results are monitored once per week unless otherwise agreed by the client. Results will be based upon listings of Google.com only unless otherwise agreed.
1.3 Website Changes
You agree to give 1147 Marketing the following access and that should such access not be granted, 1147 Marketing will not be held responsible for meeting any agreed upon targets; You grant authority to submit the website pages being promoted to search engines and directories. You grant 1147 Marketing the ability to optimize the structure and content of your web pages. Such changes generally have a minimal visual impact. 1147 Marketing will work directly with you in order to maintain the original look and feel of your website. You agree to provide 1147 Marketing with login information (username and password) to gain FTP access to the website. 1147 Marketing will maintain confidentiality of login information. You agree to inform webmasters or anyone else who has access to the Website that 1147 Marketing are performing SEO services on the site. You agree to allow implementation of all optimization strategies on your website. You are responsible for ensuring that your website is always active and accessible.
1.4 Conflicting Techniques
Any SEO work that 1147 Marketing undertakes may be detrimentally affected if you have:
- Employed the services of another SEO Company or any other related company to work on the website during the same period, or
- Employed the services of a search engine submission company during the same period, or
- Created any duplicate sites, duplicate content or pages, redirects or doorway pages, or
- Requested or exchanged links with link farms or undertaken any spamming techniques which may harm the website’s ranking with Google, or
- Attempted to use any other techniques, whether allowed by Google or not, to attempt to increase the SEO ranking of the site, or
- Any other additional SEO or SEO related activity.
1147 Marketing will not be held responsible for reaching any agreed targets if you have attempted to complete any of the above listed tactics. To that effect 1147 Marketing requests that you inform us in writing if any of the above has been undertaken either currently or prior to appointing 1147 Marketing. If any such work has been undertaken 1147 Marketing will not be held responsible for any agreed targets or guarantees and in such circumstances 1147 Marketing reserves the right to withdraw its obligations to the client. It is agreed and understood that any activities undertaken by you (or by any third party on your behalf) in relation to or similar to the above-mentioned detrimental activities, including without limitation any modification of your website or the use of or inclusion of any third party product or service which might interfere with the work done by 1147 Marketing and affect the results outcomes and positions in search engines shall be discussed with 1147 Marketing prior to implementation and you shall not implement the same without the prior written consent of 1147 Marketing. 1147 Marketing may make void any campaign and render all of the outstanding balance payable should it be discovered that you have participated in actions considered undesirable (spamming) by the search engines, such as hidden links, links to link-farms, FFA link pages, redirect or cloaking techniques, submissions the web pages of the site to the search engines, search directories or other websites without the consent of 1147 Marketing, used automated website submission software or automated reciprocal link programs.
1147 Marketing may provide hosting advice and will not be held liable for not achieving agreed upon goals in the event that such advice is not taken. You agree that your website is not hosted on free webspace using domain forwarding (either framed or otherwise). In cases where there is concern that the current hosting IP address may be part of a ‘bad neighbourhood’ or for reasons of optimisation, 1147 Marketing may request the client to change hosting provider.
1.6 Third Parties
1147 Marketing cannot be held responsible for problems or additional costs arising due to any errors made by third parties, or your failure to maintain a current copy of your own website.
- Intellectual Propertyx
Except as expressly stated elsewhere in this Agreement, this Agreement does not grant you any rights in the SEO service and all rights are reserved by 1147 Marketing. You acknowledge and agree that the SEO service and procedure, the names and logos of 1147 Marketing and all related product and service names, are the sole and exclusive property of 1147 Marketing and its affiliates. The source code and backend methods used by 1147 Marketing to optimize your website or websites will remain the intellectual property of 1147 Marketing. On termination of this agreement, any remaining unpaid amount needs to be paid (in full) till the end of contract period, and all SEO work done may be removed at 1147 Marketing’s discretion, this being the intellectual property of 1147 Marketing.
- Fees and Payments
Fees will be billed on a monthly cycle in USA dollars. The fees are based on the service package you select and any excess fees from the previous billing cycle. You are responsible for reviewing the Fee Schedule from time to time and remaining aware of the fees charged by 1147 Marketing. The Fee Schedule is subject to change at any time at 1147 Marketing’s discretion. 1147 Marketing will attempt to notify you via email prior to any such change. Where search engines require subscriptions in order to be registered, these costs are the responsibility of the client unless otherwise stated in writing in the agreement or as documented as part of the service or campaign that has been purchased. Where registration fees are required 1147 Marketing will register the clients URL with the directories used by the major search engines. The client will be responsible for these fees unless stated in writing in the agreement or as documented as part of the campaign that has been purchased.
- Responsibilities and Restrictions
4.1 This is an Agreement for Services, and you are not granted a license to any software by this Agreement. You will not, directly or indirectly: reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of, or found at or through the Services or any software, documentation, or data related to the Services (“Software”); remove any proprietary notices or labels from the Services or any Software, modify, translate, or create derivative works based on the Services or any Software; or copy, distribute, pledge, assign, or otherwise transfer or encumber rights to the Services or any Software. Unless you are expressly authorised by 1147 Marketing, you may not display, copy, reproduce, or distribute the Software, any component thereof, or any documentation provided in connection with the Services or the Software. Violation of these restrictions may result in the termination of this Agreement. 4.2 You acknowledge and agree that the Services and the 1147 Marketing company names and logos and all related product and service names, design marks and slogans, are the property of 1147 Marketing or its affiliates or suppliers (collectively, the “Marks”). You are not authorised to use any of the Marks in any advertising, publicity or any other commercial manner without the prior written consent of 1147 Marketing. Your use of the Services confers no title or ownership in the Services, the Software or the Marks and is not a sale of any rights in the Services, the Software or the Marks. 4.3 The Services may only be used for lawful purposes. Transmission or solicitation of any material that violates USA federal, state or other laws that may apply in this jurisdiction or your local area is prohibited. 4.4 In using the varied features of the Services, you may provide information (such as name, address, contact information, and other registration information) to 1147 Marketing. We may use this information and any technical information about your use of the Services to tailor our presentations to you, facilitate your movement through the Service, or communicate separately with you. 1147 Marketing will not provide information to companies you have not authorised for that purpose unless required by law or if you are terminated from 1147 Marketing. 4.5 You agree to provide 1147 Marketing with your selection of proposed keywords, for analysis and subsequent final approval within one week of signing the agreement. In the event that this list is not provided 1147 Marketing reserves the right to start the service based on the information available on the website.
Unless otherwise specified elsewhere, you may terminate this Agreement at any time by providing 30 days’ notice in writing. There are no refunds for any fees already paid. Termination will only be effective 30 days after receipt of your cancellation request. If the monthly anniversary falls within the 30 day notice period, the next monthly fee will be due in full, as the agreement can only cease at midnight the day before the monthly anniversary. Unless advised in writing, this agreement, the Service and the fees will continue indefinitely. If you terminate this Agreement during an initial free period (ie: your website is not yet on the first page of Google) then you agree to pay 1147 Marketing for their work done thus far, on a time & materials basis, billed at the ad-hoc consulting rate shown on the pricing page. 1147 Marketing may terminate this Agreement or the Services, in each case at any time with or without cause, and with or without notice. 1147 Marketing shall have no liability to you or any third party because of such termination or action. Any internet accounts that 1147 Marketing have created for you belong to 1147 Marketing, and upon cancellation of the contract, these accounts can be purchased for a fee no more than three months’ worth of the fee paid for monthly SEO.
- Warranty Disclaimer; Remedies
USE OF THE SERVICES AND ANY RELIANCE BY YOU UPON THE SERVICES, INCLUDING ANY ACTION TAKEN BY YOU BECAUSE OF SUCH USE OR RELIANCE, IS AT YOUR SOLE RISK. 1147 Marketing DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. THE SERVICES ARE PROVIDED “AS IS” AND 1147 Marketing DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. Your exclusive and sole remedy for any failure or non-performance of the Services shall be for 1147 Marketing to use commercially reasonable efforts to adjust or repair the Services.
- Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT, CONTRACT, OR OTHERWISE, SHALL 1147 Marketing OR ANY OF ITS UNDERLYING SERVICE PROVIDERS, BUSINESS PARTNERS, INFORMATION PROVIDERS, LICENSORS, OFFICERS, DIRECTORS, ACCOUNT PROVIDERS, EMPLOYEES, DISTRIBUTORS AGENTS OR ASSOCIATES (COLLECTIVELY REFERRED TO FOR PURPOSES OF THIS SECTION AS “1147 Marketing”) BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY MONETARY DAMAGES, WHETHER DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, EVEN IF 1147 Marketing SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY. IN THE EVENT THAT NOTWITHSTANDING THE FOREGOING, 1147 Marketing IS FOUND LIABLE TO YOU FOR DAMAGES FROM ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE), THE LIABILITY OF 1147 Marketing TO YOU WILL BE LIMITED TO THE AMOUNT YOU PAID FOR THE SERVICES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU.
8.1 1147 Marketing and you agree that the Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications, and other understandings relating to the subject matter of the Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No delay or omission by either party in exercising any right or remedy under this Agreement or existing at law or equity shall be considered a waiver of such right or remedy. 8.2 If any provision of the Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. 8.3 No partnership, agency, joint venture, or employment is created as a result of the Agreement, and you do not have any authority of any kind to bind 1147 Marketing in any respect whatsoever. 8.4 In any action or proceeding to enforce rights under the Agreement, the prevailing party will be entitled to recover its costs and attorneys’ fees. 8.5 It is the intention of the parties to this Agreement that this Agreement and the performance under this Agreement, and all suits and special proceedings under this Agreement, be construed in accordance with and governed, to the exclusion of the law of any other forum, by the laws of the state of USA without regard to the jurisdiction in which any action or special proceeding may be instituted.
Default & Consequences Of Default
- Interest on overdue accounts shall accrue from the date when payment becomes due daily until the date of payment at a rate of 2.5% per calendar month and shall accrue at such a rate after as well as before any judgement. b. If you default in payment of any invoice when due, you will indemnify 1147 Marketing from and against all of 1147 Marketing’s costs and disbursements including on a solicitor and own client basis and in addition all costs of collection. c. Without prejudice to any other remedies 1147 Marketing may have, if at any time you are in breach of any obligation (including those relating to payment), 1147 Marketing may suspend or terminate the supply of goods and/or services to the client and suspend any of its other obligations under the terms and conditions. 1147 Marketing will not be liable to you for any loss or damage you suffer because 1147 Marketing exercised its rights under this clause. d. If any account remains unpaid by the next monthly anniversary after supply of the goods or services the following shall apply: An immediate amount of $50.00 shall be levied for administration fees which sum shall become immediately due and payable. e. In the event that: i. any money payable to 1147 Marketing becomes overdue, or in 1147 Marketing’s opinion you will be unable to meet payments as they fall due; or ii. you become insolvent, convene a meeting with your creditors or propose or enter into an arrangement with creditors, or make an assignment for the benefit of your creditors; or iii. a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of you or any asset of yours; then 1147 Marketing shall be entitled to cancel all or any part of any order from you which remains unperformed in addition to and without prejudice to any other remedies; and iv. all amounts owing to 1147 Marketing shall become due, whether or not due under these terms and conditions, and 1147 Marketing may take any lawful steps to require payment of the amounts due and the total minimum amount due under this agreement. 1147 Marketing can issue proceedings to recover the minimum amount due under this agreement notwithstanding that ownership of the goods and/or services may not have passed to you.