1. In these terms and conditions unless the context otherwise requires:
|Client||Means the person described as the client on the order form/Proposal document;|
|Contract||Means the contract for the supply of goods and services between the Supplier and the Client as set out on the order form/Proposal document and includes these Terms and Conditions and any Scope of Works.|
|Goods||Means all goods and accessories sold or supplied by the Supplier and includes any software and instruction manuals;|
|Notice of Completion||Means a notice in writing or verbal given by the Supplier to the Client advising that the goods and services the subject of the Contract has been provided in full by the Supplier;|
|Services||Includes all services and labour contracted to be provided by or on behalf of the Supplier;|
|Scope of Works||The Supplier’s Scope of Works in respect of the services signed by the parties for identification purposes.|
|Supplier||Means Fresh Digital.|
2. The Contract, as varied from time to time, applies to all sales of goods and the provision of all services by the Supplier to the Client pursuant to the Contract together with any non-excludable conditions and warranties implied by law. Constitutes the entire agreement between the parties.
3. Unless otherwise stipulated in the Contract, the Client must pay all monies owing as per the contract. (a) The Supplier may cancel or suspend the performance of its obligations under the Contract (without any liability to the Client) if at any time the Client defaults in respect of any of its payment obligations.
4. If the client defaults in making any payment to the Supplier in accordance with the Contract, the Client agrees to:
- (a) Pay interest on the amount outstanding to the Supplier at the rate of 10% per annum from the date on which such default occurred until the balance outstanding is paid in full; and
- (b) On demand, reimburse the Supplier all reasonable debt collection fees and commissions disbursements and legal costs (on an indemnity basis) incurred or payable by the Supplier as a direct or indirect consequence of such default.
5. If the Client orders goods or services in its capacity as trustee of a trust. The Client warrants that it has full power and authority to accept goods and/or services under the Contract for the benefit of the trust. Warrants that its right of indemnity against the trust property is unrestricted and will not be adversely affected by the Contract, agrees that it will be bound by the Contract both personally and in its capacity as trustee of the trust acknowledges that its liability for indebtedness incurred while a trustee will apply even if it ceases to be trustee of the trust for any reason: and acknowledges that its liability will not be limited to the assets of the trust.
6. The Client acknowledges and agrees that any warranties and conditions (whether statutory, express or implied) in relation to any goods or services supplied to it by the Supplier are expressly excluded, except for any warranties and conditions set out in the Contract or which cannot by law be excluded restricted or modified.
7. In the case of any breach by the Supplier of the terms of the Contract or any non excludable warranty or condition, the Supplier will not be liable for any consequential loss and the Supplier’s liability will be limited in all circumstances to:
- (a) In the case of goods, the repair or replacement of the goods (at the option of the Supplier); and
- (b) In the case of services, to supplying the Services again as per the guarantee in term 9 below.
8. The client will inspect the goods and services provided by the Supplier within 7 days of receipt of a Notice of Completion and must within that period:
- (a) Give the supplier written notice of any matter by virtue of which the Client alleges that the goods or services are not in accordance with the Contract; and
- (b) Make payment of the Balance of the price. The supplier shall have no obligation to rectify or replace any goods or services not in accordance with the Contract where notice is not given by the Client within seven days after the date of provision.
- (a) All Fresh Digital Start Up, Established, Professional and Blue Chip packages have a 12 months commitment and can be canceled at any time after that period with 30 days written notice. Our guarantee is as follows:
Start Up Package. 3 out of 10 key terms on the first page of Google within six months or we will continue to supply the services free of charge, up to a maximum of 12 months or until the guarantee is achieved, whichever comes first. Whereupon the payment terms shall be reinstated for the remainder of the contractual term. Once the Guarantee is met the contracted monthly payment will automatically commence.
Established Package. 6 out of 20 key terms on the first page of Google within six months or we will continue to supply the services free of charge, up to a maximum of 12 months or until the guarantee is achieved, whichever comes first. Whereupon the payment terms shall be reinstated for the remainder of the contractual term. Once the Guarantee is met the contracted monthly payment will automatically commence.
Professional Package. 9 out of 30 key terms on the first page of Google within six months or we will continue to supply the services free of charge, up to a maximum of 12 months or until the guarantee is achieved, whichever comes first. Whereupon the payment terms shall be reinstated for the remainder of the contractual term.
Blue Chip Package. 12 out of 40 key terms on the first page of Google within six months or we will continue to supply the services free of charge, up to a maximum of 12 months or until the guarantee is achieved, whichever comes first. Whereupon the payment terms shall be reinstated for the remainder of the contractual term. Once the Guarantee is met the contracted monthly payment will automatically commence. The terms of the guarantee will be honoured only if the following conditions are adhered to:
- (b) The website is hosted with Fresh Digital or is hosted with an approved hosting provider as specified by the supplier.
- (c) The client agrees not to make any changes to the website or settings within Google webmaster tools without written confirmation from the supplier and build any backlinks from another supplier without first informing Fresh Digital.
- (d) By signing the agreement the client preapproves any necessary onsite changes to their website as recommended by Fresh Digital and no further notification will be required.
- (e) If the client wishes to implement the Onsite recommendations themselves this must be completed within 60 days of receiving the recommendations. Failure to comply will result in the monthly fee being applied for the contracted term of 180 days.
- (f) The client does not engage in any other Digital Marketing practices with a third party without written consent from the supplier.
- (g) The client agrees to respond in a timely manner generally within 5 working days.
- (h) Fresh Digital cannot be held responsible for any loss of rankings or negative movement as a direct result of a Google algorithmic update and any guarantees are null and void.
- (i) For all SEO, Hosting, Web Design and or Web Refresh clients, the client’s website files (Where possible) will be backed up upon receiving the initial payment and kept on file for the duration of the contract plus 30 days after cancellation from any client as stated above.
- (j) In the case of cancellation of all works with Fresh Digital, we the supplier cannot be held responsible for lapses in Hosting and or expired back up files of any kind. The supplier will provide all login details for all of the client’s associated domains upon cancellation. Fresh Digital urge all clients when cancelling with Fresh Digital to immediately seek alternative arrangements and cannot be held responsible for any loss of data
Guarantee only limited to term 9 only. No notes emails, conversations, marketing materials or sales meetings can alter the terms of the guarantee unless written approval is given by a Director.
10. The Client agrees not to cancel any Direct Debit Authority unless and until it has paid to the Supplier in full all amounts due and payable to the Supplier under the Contract.
11. Where the Supplier at the request of the Client, provides services in addition to those specified in the Scope of Works, and no price for those additional services has been agreed to by the parties in writing signed by them. the Supplier’s fee for those addition services shall be the number of hours (or part thereof) spent by each employee of the Supplier in providing those services multiplied by the Supplier’s hourly rate for additional services as specified in the Scope of Works.
12. 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 Contract will be binding on the Supplier unless in writing and signed on by a Director. Any such waiver or relaxation shall be limited to the term or condition and occasion in question.
13. The Client guarantees payment of all amounts due for payment under the Contract on the due date for payment thereof and indemnifies the Supplier for all amounts so due for payment and all losses costs and damages suffered by the Supplier as a result of breach of the Contract by the Client.
14. The Supplier will not be liable to the Client for any loss or damage of any kind sustained by the Client as a consequence of any breach of the Supplier’s obligations pursuant to the Contract if failure to supply is caused by matters beyond the Supplier’s reasonable control including (without limitation) acts of God, acts of any government, war or other hostility. National, international or even interstellar disaster or the elements, fire, explosion, power failure, equipment failure, strikes, lockouts, inability to obtain necessary supplies and any other force or major occurrence.
15. These terms and conditions shall be governed by and construed in accordance with the law in force for the time being in the State of Queensland and the parties submit to the exclusive jurisdiction of the Courts of that State.
16. The Supplier may, at the cost of the client engage the services of a debt recovery agency to assist it, if payment is more than 7 days late.
17. The Client agrees that there is no cooling off period and any monies debited or received are non-refundable (Unless a money back guarantee is in effect as stated above).