1. Terms and Amendment Procedure
i. This agreement comprises the terms and conditions of the NETPRRO Pty. Ltd. (Netprro.com.au) Search Engine Marketing Offer (“offer”).
i. The Services shall be provided to you from the Service Commencement Date for the minimum period specified in the offer, or, if no minimum period was specified, for 12 months from the Commencement Date for SEO services and 3 months for PPC (“Initial Period”).
ii. Netprro’s Pay per Click Service is subject to the terms and conditions of Google AdWords (https://adwords.google.com/select/tsandcsfinder) and Yahoo! Search Marketing (http://searchmarketing.yahoo.com/en_AU/legal/piterms.php).
iii. You agree to provide Netprro with any information, material, excerpts of or links from or to any content (“Your Web Site Information”) on Your Web Site reasonably requested by Netprro, to assist Netprro with providing the Services to you.
iv. You will not alter, and will procure that no other person alters, any element of the textual content, content structure, graphical content and/or source code of Your Web Site, at any time during the Service Period, without Netprro’s prior consent as this may impact the service delivery.
3. Billing and Payment
i. Unless otherwise stated, all fees are payable in advance and non-refundable.
ii. With regards to Pay on results plan, please understand payments are non-refundable. First quarter payment will be taken (from the credit card which you have given on the credit card authority form) once any one of the key words will reflect on the first page of Google. This first quarter payment will be considered as the pay on result payment from the day you signed agreement for consecutive 3 months. Unless we receive 15 days notice when the first payment is taken, the next quarter payment will be automatically charged on the customer’s credit card account after first quarter is over.
iii. You acknowledge that Pay Per Click Fees consist of direct search engine fees for Google Adwords and Yahoo! Search Marketing (“Ad Spend”) and management fees and any set up fees. The amount of funds available for Ad Spend is defined and agreed to in the Campaign Proposal (“Budget”). Budget can be changed at any time by agreement between the two parties.
iv. If the customer fails to provide the cpanel/ftp/wordpress/(all website login details) to Netprro within 7 working days from the date of signed agreement, Netprro has full rights to charge your credit card with the first quarterly payment after sending you a written notice via e-mail.
v. If Scheduled Payments have not been made, as per these Terms and Conditions and the proposal, your account will be suspended until payment has been received.
4. Your Warranties & Guarantee
i. Neither Your Web Site nor any of the content of Your Web Site collectively “Your Web Site Property” will infringe the intellectual property or any other rights of any third party and Your Web Site Property will at all times comply with all laws required to be complied with by you.
Performance guarantee specifically for pay on performance plan starts as soon as one of the key phrases reflects on first page of Google Australia.
- Netprro guarantees to deliver 10% of all the key phrases ranking on page 1 within 3 months.
- Netprro guarantees to deliver 50% of all the key phrases ranking on page 1 within 6 months.
- Netprro guarantees to deliver 90% of all the key phrases ranking on page 1 within 12 months.
5. Our General Disclaimer of Warranties
i. Whilst Netprro takes all care in implementing our search marketing services it is unable to guarantee specific rankings in Australia’s major search engines as it does not control the algorithms of the search engines.
6. The Customer expressly agree to indemnify and hold harmless
i. Netprro, its subsidiaries, affiliates, officers, agents and other partners and its and their respective employees from and against all damages, liabilities, actions, causes of action, suits, claims, demands, losses, costs and expenses (including without limitation reasonable attorneys fees and disbursements and court costs) arising from or in connection with the Customer’s information, the Customer’s use of Netprro’s services.
7. Intellectual Property
i. Unless otherwise specifically provided in this agreement, you agree that you shall have no right, title, claims or interest in or to Our Intellectual Property.
8. Confidential Information
i. You agree to maintain the confidentiality of the Confidential Information and to use the Confidential Information only to the extent necessary for legitimate business uses in connection with this agreement.
i. You may cancel the normal plan Services within one business day of the Commencement Date. A customer may cancel the services by giving written notice of its intention to do so at least 30 days before the end of each yearly anniversary of the agreement, if the customer fails to do so, agreement will be renewed for the next 12 months and be governed by the Terms and Conditions until terminated.
ii. If you cancel prior to expiration of the total Agreement period, Cancellation fees will be applied which will be equal to Total Contract Value for the total period of time left paid less amounts paid to date.
iii. Pay on results plan is with no lock in contract term with only minimum stay of 3 months from the day when the customer will see the results. You may wish to cancel the services anytime by giving one month advance written notice to Netprro with no exit fees. Though the last month’s payment will be taken out of your account after this notice. Please note this is only for pay on results plan.
Netprro will not be responsible for the dropdown in ranking if the customer changes the website design, website content, any website login changes -FTP, CMS, WORDPRESS, CPANEL details, change of urls and bringing in new website, hence further PERFORMANCE GUARANTEE will be VOID.