West Legacy Group Terms & Conditions
Service Level Agreement
Online Marketing Terms & Conditions
“Agreement” means the agreement which is governed by these Terms and Conditions
“Customer” means the person/company who engages the Services of West Legacy Group pursuant to the Agreement and any other person deemed to be a Customer pursuant to these Terms and Conditions. “West Legacy Group” means West Legacy Group Web
Strategy Pty Ltd.
“Services” means all services of the type and nature as described in the Schedule.
“Service Fee” means the specified rate, price or lump sum amount for the performance of each item of the Services as adjusted in accordance with the Agreement.
“Terms and Conditions” means the terms and conditions of the Agreement.
“Website” means those of the Customer’s website or website which specifically are to be the subject of the Services.
2.1 The Customer is deemed to have accepted these Terms and Conditions in any of the following ways:
(a) by executing these Terms and Conditions;
(b) by providing a written acceptance to these Terms and Conditions by email or by
any other form of written communication:
(c) by placing an order with West Legacy Group or instructing West Legacy Group to provide the Services after:
(i) these Terms and Conditions are received by the Customer; or
(ii) these Terms and Conditions are brought to the notice of the Customer.
2.2 These Terms and Conditions are to be read in conjunction with any other contractual documentation produced by West Legacy Group in relation to the Services to be performed by West Legacy Group including the Customer proposal and where there
is a conflict between these Terms and Conditions and the other contractual documentation created by West Legacy Group specifically for the Customer, the other documentation will prevail but only to the extent of such inconsistency.
2.3 Contract Length, Termination – This contract is for a 12 month period. The Customer may terminate the Agreement at the 12 month mark for any reason by giving 30 days written notice of its intention to do so. If not,
this contract rolls over and continues for a further 12 month period.
2A. Warranties by Customer
The Customer warrants that it is registered proprietor of the domain name of the Website or is authorized to contract on behalf of the registered proprietor of the domain name of the Website, and if the party engaging the Services
of West Legacy Group and the proprietor of the domain name of the Website are different persons, both are deemed to be the Customer in these Terms and Conditions and are jointly and severally liable for the obligations of the Customer.
2B. Customer’s Responsibilities
2B.1 The Customer will:
2B.1.1 disclose to West Legacy Group all information in the Customer’s possession relevant to the provision of the Services;
2B.1.2 comply with all legal requirements and requirements of all relevant statutory authorities relating to the Services;
2B.1.3 provide West Legacy Group with such access to the Website and to provide all necessary assistance to enable West Legacy Group to change and modify the Website which is reasonably required to enable West Legacy Group to provide Services.
2B.1.4 make available as soon as is reasonably possible to West Legacy Group all material required to complete the Services to the agreed standard within the set deadline(s).
2B.1.5 notify West Legacy Group in writing within 14 days prior to any proposed change in the legal entity, structure, management, change, control of the Customer’s business or change of the registered proprietor of the domain name of the
Website The Customer will remain liable under this Agreement unless released by West Legacy Group in writing.
- Performance levels
3.1 The Customer acknowledges that:
a. whilst West Legacy Group takes all care in implementing its search engine optimisation Services it is unable to guarantee improved rankings in Australia’s major search engines as it does not control the algorithms of the search engines;
b. West Legacy Group makes no warranty that a search engine optimisation Services will generate any increase in sales, business activity, profits or any other form of improvement for the
Customer’s business or any other purpose;
c. The use of the West Legacy Group search engine optimisation Services is at the Customer’s own risk.
3.2 If pursuant to the Agreement, West Legacy Group is to achieve certain rankings for the Customer’s keywords including achieving the Success Criteria, the rankings will be determined solely by the ranking report generated by West Legacy Group on
the nominated day each month.
3.3 West Legacy Group will endeavor to ensure that any development/design site or application will function correctly on the server which it is initially installed on and that it will function correctly when viewed with the latest version at the time
of the Agreement of the web browsing software.
West Legacy Group can offer no guarantees of a correct function with all browser software.
3.4 Scope Fluidity – The scope and deliverables contained in this proposal are subject to changes due to algorithm changes within this industry. Keeping these deliverables fluid will ensure that customer’s website remain
competitive in the online space. The customer will be notified by West Legacy Group when these changes occur and will be provided an update of the scope and deliverables within their Project Plan.
- Exclusion of Liability of West Legacy Group
4.1 To the fullest extent permissible by law, West Legacy Group shall not be liable to the Customer for any damages, including without limitation any direct, indirect, special, punitive, incidental or consequential damages (including but not
limited to damages for loss of business profits, business interruption, loss of programs or information, loss of goodwill or loss of use of facilities or equipment), or any other damages whether arising from the negligence of HOUT or
otherwise and where liability cannot be legally excluded, the liability of West Legacy Group shall be limited to the cost of supplying the Services again.
4.2 The Customer agrees to indemnify West Legacy Group for any third party claim for damages arising out of or in any way connected with the supply of Services by West Legacy Group to the Customer, including without limitation any
direct, indirect, special, punitive, incidental or consequential damages (including but not limited to damages for loss of business profits, business interruption, loss of programs or information, loss of goodwill or loss
of use of facilities or equipment), or any other damages arising whether arising from the negligence of West Legacy Group or otherwise.
4.3 The Customer expressly agrees to indemnify and hold harmless West Legacy Group, its subsidiaries, affiliates, officers, agents and 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 attorney’s fees and disbursements and court costs) arising from or in connection with the
Customer’s information and the
Customer’s use of West Legacy Group search engine optimisation services.
4.4 While ever endeavour will be made to ensure that the Website and any scripts or programs are free of errors, West Legacy Group cannot accept responsibility for any losses incurred due to malfunction of the Website or
any part of it.
4.5 West Legacy Group cannot take responsibility for any copyright infringements and any other infringements of intellectual property rights including but not limited to patents and confidential information caused by materials
submitted by the Customer. It reserves the right to refuse to use, incorporate or implement any material of a copyrighted or other legally protected nature unless adequate proof is given of permission to use such
4.6 Any additions to the Services will be carried out at the discretion of West Legacy Group and where no charge is made by West Legacy Group for such additions, West Legacy Group accept no responsibility to ensure such additions are error free
and reserves the right to charge an appropriate amount for any correction to the additions.
4.7 West Legacy Group will not be liable for costs incurred, compensation or loss of earnings due to the failure to meet agreed deadlines.
4.8 West Legacy Group will not be liable or become involved in any disputes between the registered proprietor of the domain name and its customers and cannot be held responsible for any wrongdoing on the part of a site
4.9 Provided that West Legacy Group implements procedures which are in accordance with the guidelines of search engine operators, it is not be responsible for URLs dropped or excluded by a search engine for any reason.
4.10 West Legacy Group shall not be responsible for delays or failure of performance resulting from Internet Service Provider delivery problems or failure, or any communication or delivery problems associated with
Customer’s receipt of the Account Service data.
4.11 West Legacy Group shall not be responsible for acts or causes beyond its control, including but not limited to: acts of God, strikes, lockouts, communications line or equipment failures, power failures, earthquakes, or
4.12 West Legacy Group does not represe
5.6 All West Legacy Group charges will be deducted against the credit card the Customer designates in the executed Credit Card Authority such deduction being made 14 days West Legacy Group renders the tax invoice on the
Customer. The Customer agrees that West Legacy Group may charge the credit card for any additional amounts (including taxes and late fees, as applicable) as may be accrued in connection with West Legacy Group’s charges.
5.7 Customer Meetings – West Legacy Group reserves the right to charge additional for project management costs when meetings are required at the customer’s office.
6.1 If the Customer alleges that West Legacy Group is in breach of any of the terms of the Agreement including the Terms and Conditions and West Legacy Group is in such breach, the Customer cannot terminate the agreement
without giving West Legacy Group an opportunity to remedy the alleged breach by serving West Legacy Group with a notice specifying in detail the alleged breach and stating that West Legacy Group has 14 days to remedy such breach, failing
which the Agreement will be terminated.
6.2 If customer fails to pay any bill, whether for Web development or Web marketing, within thirty (30) days of the due date, West Legacy Group will have the following rights:
- West Legacy Group may require full and immediate payment of all amounts due under this agreement.
6.3 At least 30 days before the end of each half yearly anniversary of the Agreement, West Legacy Group may vary the Terms and Conditions by giving the Customer written notice of such variation (including the fees and
charges of West Legacy Group) and the variation(s) will take effect if the Agreement is renewed.
6.4 West Legacy Group may terminate the Agreement:
(a) immediately by written notice to the Customer where the Customer:
(i) becomes bankrupt, or insolvent, or becomes subject to external administration; or
(ii) commits a substantial breach or default under the Agreement; or repudiates the Agreement; and if West Legacy Group does give such notice, the Customer must pay West Legacy Group the sum of all monies due and payable but
unpaid which includes any balance of a lump sum amount.
6.5 If the Agreement is month to month, the Customer may terminate with one month’s written notice, such notice to take effect on the monthly anniversary of the Agreement subsequent to the notice being
- West Legacy Group’s rights
7.1 Any remedy of West Legacy Group under these Terms and Conditions is in addition to and not in substitution for any remedy which West Legacy Group has in law.
7.2 If the Customer unlawfully terminates, West Legacy Group can remove data or other matters which it placed on the Website.
8.1 The Customer agrees that the Customer’s personal data may be used and retained by West Legacy Group for the following purposes:
8.1.1 provision of good & services
8.1.2 marketing of good & services
8.1.3 processing any payment instructions
9.1 Notwithstanding that this Agreement shall have terminated or expired, each party agrees to keep in confidence and prevent the unauthorized use or disclosure to any unauthorized person or persons of all
Confidential Information which is received under this Agreement and to use such data only for the above stated purpose.
9.2 Confidential Information shall include information disclosed orally only if identified as proprietary information at the time of the first oral disclosure and reduced to writing and so designated within thirty (30)
days thereof. Neither party shall be liable for use or disclosure of any such Confidential Information if the same:
9.2.1 Is in the public domain at the time it is disclosed; or
9.2.2 Is known to the receiving party at the time of disclosure; or
9.2.3 Is used or disclosed with the prior, written approval of the disclosing party; or
9.2.4 Is independently developed by the receiving party; or
9.2.5 Becomes known to the receiving party from a source other than the disclosing party without a breach of this Agreement by the receiving party.
9.3 In maintaining the confidentiality of confidential Information received hereunder, each party shall exercise the same degree of care that the receiving party takes to safeguard its own proprietary information.
10.1 These Terms and Conditions shall be governed by, performed under and construed in accordance with the laws of the State of Victoria and the parties hereto agree to the non-exclusive jurisdiction of the
courts of Victoria.
10.2 If any provision or any part of a provision of these Terms and Conditions is held invalid, unenforceable or illegal for any reason, these Terms and Conditions shall remain otherwise in full force apart from
such provision which shall be deleted.
10.3 West Legacy Group can assign it rights under the Agreement upon the provision of 30 days written notice to the Customer. The Customer cannot assign its rights under the Agreement without the express written
consent of West Legacy Group.