This Services Agreement (the “Agreement”) shall govern the provision of services to the undersigned client (the “Client”) by Quazi Elahee ABN: 66 072 625 169 Trading as WebSpree Digital (“WebSpree”) or (“Agency”). Additional terms, such as the services and deliverables to be provided hereunder, the schedule for the delivery thereof and the amount of fees payable therefor are set forth on the attached Schedule named Order Form (the “Order”) which is hereby incorporated herein by this reference and may, from time to time, be amended upon the written consent of both parties. In the event of any conflict between the terms of the Order and the terms of this Agreement, the terms of the Agreement shall control.
Service shall mean all marketing services (or activities by WebSpree to deliver marketing services) as specified in the Service Configuration Form (“Order”) provided by WebSpree to The Client pursuant to:
- WebSpree Website development tasks and online marketing campaign;
- WebSpree organic, paid search, content marketing (blogs, social posts) campaign, such as:
- Organic Search Marketing
- Content Marketing;
- Google Ad;
- Social Media Marketing;
- Reputation Management and Conversion;
- Branding and Positioning;
- Responsive Website Design & Development; and
- Call Tracking and Monitoring Service; or WebSpree Service is limited to specified services in the Order.
Price means the costs of Services as agreed between WebSpree Digital and the Client as set out in this Agreement.
Client means the person entering into this Agreement being WebSpree’s customer in whose name the credit card and account is conducted.
Traffic means the number of visitors, visits and requests Client’s online channels receives
While WebSpree Digital maintains copyright protection in all materials, information and publications (collectively, "Web site information") it places on this Web site, WebSpree Digital consents to normal downloading, copying and distribution of the information for non-commercial purposes by you or within your organization only. In consideration of this consent, you agree that copies of the Web site information will retain all copyright and other proprietary notices and that you will not modify the Web site information in any way. Except where your use constitutes "fair use" under copyright law, you may not otherwise use, download, upload, copy, print, display, perform, reproduce, publish, or distribute any Web site information, in whole or in part, without the prior written consent of WebSpree Digital.
Certain restricted product information is available on this Web site only to licensed customers of WebSpree Digital that are registered to receive information via passwords issued by WebSpree Digital This restricted information is considered confidential and proprietary information of WebSpree Digital If you are a registered customer or a representative of a registered customer, WebSpree Digital authorizes you to download, copy, distribute and use the restricted information for yourself or, if applicable, only within the customer organization, and only for the intended purposes authorized by WebSpree Digital Issuance of a registration password is conditioned on the customer's use of the information in accordance with the terms of its license or service agreement with WebSpree Digital You shall not transfer your password to unauthorized parties. You will immediately notify WebSpree Digital of any unauthorized use of your password. You are responsible for use of your password. You will not attempt to gain unauthorized access to any Web site information or area within this Web site.
Certain information available on this Web site is provided by other parties, particularly information about such other parties. You understand that all such information, data, text, software, music, sound, photographs, graphics, video, messages, or other materials, are the sole responsibility of the originating party and that WebSpree Digital has no responsibility for such content and does not guarantee the accuracy, integrity or quality of such content. In no event is the inclusion of a statement about another party, a reference to such other party or a Web link to another party's Web site an endorsement of such other party, their products or their services.
You may link to the WebSpree Digital home page, but are not authorized to link to any other page on the WebSpree Digital Web site without the prior express written consent of WebSpree Digital provided that WebSpree Digital reserves the right to withdraw this consent at any time in its discretion. You may not use any of WebSpree Digital proprietary logos, marks, or other distinctive graphics, video, or audio material in your links. You may not link in any manner reasonably likely to 1) imply affiliation with or endorsement or sponsorship by WebSpree Digital 2) cause confusion, mistake, or deception; 3) dilute WebSpree Digital trademarks, service marks or trade names; or 4) otherwise violate applicable law.
Web site information may refer to products, programs or services that are exclusively belong to WebSpree Digital and the company has the right to change, modify or alter any details associated with the products, programs and services.
Any software that is available for download from this Web site is the copyrighted property of WebSpree Digital and/or its suppliers. Any use or reproduction of any such software and warranties as to such software, if any, are governed by the terms of the license agreement applicable to that software. Any use of any other product or service and warranties as to such product or service purchased by you using, or in connection with, this Web site, if any, is governed by the terms of the agreement applicable to that product or service.
Terms of service
1.1. “Account” means the account held with WebSpree Digital by the Customer that is used for billing, contact information and details of Services assigned to the Customer or the Client.
1.2. “Customer” or “Client” means the person or entity who ordered Service(s) from WebSpree Digital.
1.3. “Service”, “Service(s)” or “Services” means any product(s) or service(s) the Customer has ordered from WebSpree Digital. This can include, but is not limited to, web site hosting, web site design and/or development, logo design, graphic design, search engine optimisation, social media optimisation or search engine marketing, GMB optimisation, review management. These product(s) and service(s) are identified in full within the “sign up” applications WebSpree Digital sends to the Customer after an order has been placed.
1.4. “WebSpree Digital” is the trading name of WebSpree Digital Pty Ltd.
2.2. Upon submission, WebSpree Digital will consider this agreement as the final approval of the product or service purchase and WebSpree Digital will move ahead with the necessary work related to the delivery process.
3.1. The Customer agrees to a sign a pay and purchase contract for “DevelopmentSpree” product unless purchased with the conjunction of any other products or services and a minimum of 6 months contract for our product “OrganicSpree” unless otherwise stated in the Service offering (eg. domain names, SSL certificates, special Services with an agreed term), or otherwise agreed in writing. The 6 months contract for Services is automatically renewed on the 6th month otherwise cancelled by the customer minimum 4 weeks prior to the end of the contract. However, early cancellation doesn’t refer to any refund for the outstanding time from the 6 months minimum contract. The time length of “AdSpree” product will be based on client meeting and by assessing the campaign opportunities. A new service agreement will be signed for “AdSpree” product.
3.2. Monthly services are established as part, thereof, signifying the beginning of a new month demotes commitment till the end of that monthly period.
3.3. The Customer agrees to receive emails directly relating to the Service(s) provided, as well as marketing and promotional emails from WebSpree Digital to the email address registered to their account. The Customer can unsubscribe from marketing and promotional emails by emailing firstname.lastname@example.org requesting removal from these emails.
3.5. All intellectual property and related materials including trade secret, moral rights, goodwill and rights to any patent, copyright, trademark, trade names that is developed or produced under this agreement will be considered as “work made for hire” and remain the sole property of the client.
3.6. The client is not restricted to use of any intellectual property owned by the client, however, a prior consultation with WebSpree Digital is requested to avoid any misrepresentation, misuse by any third party. The contractor will be responsible for any and all damages resulting from the unauthorized use of the intellectual property.
4.1. WebSpree Digital agrees to provide customer with services selected including and not limited to Web Development, SEO, SEM, Social Media Optimisation, Content Marketing, Review Management, Brand Monitoring.
4.2. All the products are developed with the intention to provide the best possible results to the customers, however, WebSpree Digital does not offer any guarantee to achieve any specific number with the delivery process. Goal of any products and services will be determined during the campaign lifetime and may changes in the basis of requirement set by both the customers and WebSpree Digital.
Fees, Refunds and Cancellation
5.1. Customer agrees to pay WebSpree Digital any and all fees as billed in accordance with this agreement. Payment plan and terms exclusive to specific payment plan can be established with the agreement of the both parties (Customer & WebSpree Digital).
5.2. All payments must be paid within the due date, however, upon agreement a maximum 3 days extension will be provided in certain circumstances. WebSpree Digital has the final rights to implement or cancel any payment extension.
5.3. For all “DevelopmentSpree” products payments must be made as soon as the new website goes live with the final approval of the customer. As mentioned above a maximum 3 days extension will be given in certain cases, however, if not met, WebSpree Digital will have the full rights to remove the new website and keep all the intellectual property before all payments can be settled.
5.4. For all “OrganicSpree” products payments must be made on the due date mentioned on the invoices unless a 7 days prior notification is given by the customer explaining the reasons. Making no payment within the agreed or extended time will cease all ongoing work on the website.
5.5. No refunds shall be given under any circumstances, in the event of any termination of this agreement by Customer.
5.6. The customer further agrees to pay any cancellation fee or other amounts due to WebSpree Digital as approved in this agreement, upon early cancellation for any services. WebSpree Digital is hereby authorized to charge customer’s credit card on the file or other payment methods for any amount owed from time to time by customer to WebSpree Digital.
5.7. WebSpree Digital can invoice for any work completed outside the agreed deliverables explained in the products packages upon request from the customer, however, a pre-approval of the work needs to be arranged by the assigned person from WebSpree Digital. Any work not included in the packages will be deemed as extra and will be invoiced for. WebSpree Digital charges hourly (minimum one hour - AU $110+GST) for any work.
5.8. Each “OrganicSpree” client will have an allocated work time of 2 hours every month for regular maintenance. Customers will only be invoiced if tasks proposed by the client exceed the 2 hours of allocated monthly time. A prior notification will be given to the client and will need to acquire a client approval through email by the designated “Client Support manager”.
5.9. If required, the client will purchase any third-party software or tools to accomplish certain task and will provide WebSpree Digital with complete access to the account of that tool or the software. With client’s permission, WebSpree Digital can also purchase any third-party tools or software for campaign requirement and will invoice the customer.
6.1. To ensure seamless delivery by WebSpree Digital, the customer will be liable to provide WebSpree Digital with all and not limited to the access to the following
- Domain name login details (i.e. CrazyDomain, GoDaddy, etc)
- Current website backend access (i.e. WordPress, Wix, Weebly, Shopify, etc)
- FTP access to its web sites for uploading new pages, and making changes as required
- Access to social profiles (Facebook & Google My Business page or other if required)
- Customer’s logos, trademarks, Web site images, etc. (as per required size)
- Access to existing Google Analytics and Google Search Console account
- Any other documents, files, information that are required to complete any agreed tasks
7.1 Customer represents to WebSpree Digital and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to WebSpree Digital are owned by Customer, or that Customer has permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend WebSpree Digital and its subcontractors from any claim or suit arising from the use of such elements furnished by Customer.
7.2. Customer guarantees any elements of text, graphics, photos, designs, trademarks, or other artwork provided to WebSpree Digital for inclusion on the website above are owned by Customer, or that Customer has received permission from the rightful owner(s) to use each of the elements, and will hold harmless, protect, and permission from the rightful owner(s) to use each of the elements, and will hold harmless, protect, and defend WebSpree Digital and its subcontractors from any liability or suit arising from the use of such elements.
7.3. From time to time governments enact laws and levy taxes and tariffs affecting Internet electronic commerce. Customer agrees that the client is solely responsible for complying with such laws, taxes, and tariffs, and will hold harmless, protect, and defend WebSpree Digital and its subcontractors from any claim, suit, penalty, tax, or tariff arising from Customer’s exercise of Internet electronic commerce.
8.1. Customers of WebSpree Digital understand, acknowledge and agree to the following points
- WebSpree has no control over the policies of search engines or directories with respect to the type of sites and/or content that they accept now or in the future.
- Work will not move ahead and will be delayed in the event of client’s non-responsiveness in providing any necessary documents, information and required access mentioned above. WebSpree Digital will not be responsible for such delay created by such circumstances.
- WebSpree has no control over the time frame for any tasks of any search engine or directories. Citation submission may take as long as 2 to 4 months, and in some cases even more.
- All directory listings providers included in the packages are free of charge and no paid source will be covered by WebSpree Digital.
- Due to the competitiveness of some keywords/phrases, ongoing changes in search engine ranking algorithms, and other competitive factors, WebSpree Digital does not guarantee and positions for any keyword, phrase, or search term.
- Occasionally, search engines will drop listings for no apparent or predictable reason. Often, the listing will reappear without any additional SEO. WebSpree Digital will work to gain better visibility of the client’s website, however, with no guarantee.
- WebSpree Digital will not be responsible for changes made to customer’s website by any third parties assigned by the customer. Restoring any functionality to its previous condition will be charged accordingly.
- Linking to “bad neighborhoods” or getting links from “link farms” can seriously damage all SEO efforts. WebSpree Digital does not assume liability for the Client’s choice to link to or obtain a link from any particular website without prior consultation.
- All the deliverables will be fixed within the package and creation of any extra page for the website outside agreed options, will be charged AU $150+GST per page including content (text, images, forms, etc.)
- Customer shall indemnify and hold harmless WebSpree Digital (and its subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees) from any and all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses) incurred by WebSpree Digital as a result of any claim, judgment, or adjudication against WebSpree Digital related to or arising from (a) any photographs, illustrations, graphics, audio clips, video clips, text, data or any other information, content, display, or material (whether written, graphic, sound, or otherwise) provided by Customer to WebSpree Digital (the “Customer Content”), or (b) a claim that WebSpree Digital’s use of the Customer Content infringes the intellectual property rights of a third party. To qualify for such defense and payment, WebSpree Digital must: (i) give Customer prompt written notice of a claim; and (ii) allow Customer to control, and fully cooperate with Customer in, the defense and all related negotiations.
- All fees, services, documents, recommendations, and reports are confidential.
9.1. WebSpree Digital doesn’t warrant that the Organic SEO service will meet the customer’s expectations or requirements as most of the time results depends on the individual search engine’s regulations. WebSpree Digital provides its services “As Is” and without the warranty of any kind.
9.2. In no event shall WebSpree Digital be liable to customers for any indirect, special, exemplary of consequential damages, including any implied warranty of merchantability or fitness for a particular purpose or implied warranties arising from course of dealing or course of performance, lost profits, whether or not foreseeable or alleged to be based on breach of warranty, contract, negligence or strict liability, arising under this agreement, loss of data or any performance under this agreement, even if such party has been advised of the failure of essentials purpose of any limited remedy provided herein. There shall be no refund.