Terms & Conditions
Terms and Conditions
1. Terms and Amendment Procedure
This Agreement comprises the terms and conditions of the Advantate Search Engine Marketing offer ("offer") entered into between you and Advantate (“Agreement”).
1.1 This Agreement commences on the date upon which Advantate receives initial payment ("Commencement Date") and continues until the Services are terminated.
1.2 Advantate may vary these terms, the price we charge for the Services or the terms of the operation of the Services, at any time by notice via by email or in writing, or by posting the new version of the Agreement on its website located at http://www.advantate.com.au/policies/. The changes will become effective upon publication of the notice. Where we vary the prices for Services, we will give at least 14 days notice of the change by the same means, and the new prices will apply at the end of that period. If you use the Services after that publication, your use will constitute an acceptance of the amended terms.
1.3 These terms and conditions constitute the Agreement in its entirety and supersede all prior agreements.
1.4 Any reference in this Agreement to Advantate's "supplier" is a reference to any third party service provider of Advantate (a "Supplier"), if and to the extent a Supplier is supplying any part of the Services to you on behalf of Advantate.
2. Services
2.1 Advantate offers Search Engine Optimisation and Pay Per Click services (collectively, the “Services”).
2.2 The Services commence on the date upon which Advantate confirms to you by email or any other written medium that Services have been commenced or activated ("Services Commencement Date").
2.3 The Services shall be provided to you from the Services Commencement Date for the minimum period specified in the offer, or, if no minimum period was specified, for 12 months from the Services Commencement Date for SEO services and 3 months for Pay Per Click ("Initial Period").
2.4 On expiry of the Initial Period and each Additional Period, unless either party provides notice to the other 30 days prior to expiry, the Term will be extended by one month ("Additional Period"). The Initial Period and each Additional Period are referred to as the "Service Period".
2.5 Advantate’s Pay Per Click service is subject to both 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).
2.6 You agree to provide Advantate with any information, material, excerpts of or links from or to any content on your web site reasonably requested by Advantate, to assist Advantate with providing the Services to you.
3. Billing and Payment
3.1 You must pay for the Services in accordance with the prices and charges published on the Advantate web site or in the Proposal (as applicable, and as amended from time to time in accordance with clause 1.2).
3.2 Unless otherwise stated, all fees are payable in advance and non-refundable.
3.3 Advantate will bill the then-current renewal fee for any Additional Period to the same credit card or credit line your original fee was billed to, or to the current credit card we have on our files (or same bank account if payment is via direct debit).
3.4 You acknowledge that Pay Per Click fees includes a direct search engine fee component for Google AdWords and Yahoo! Search Marketing (“Ad Spend”) and our service and administration charges. The amount of funds available for Ad Spend is defined and agreed to in the Proposal (“Budget”). Budget can be changed at any time by written agreement between you and Advantate.
3.5 You must pay all prices and charges for the Services and other amounts incurred by you or any designated users or incurred as a result of any use of the Services (whether authorised or not) in accordance with the billing provisions specified on the Advantate web site or in the Proposal.
3.6 If Scheduled Payments have not been made, as per this Agreement and the Proposal, your account will be suspended until payment has been received and a reactivation fee of $50 will apply. “Scheduled Payments” may be specified on Advantate’s web site or in the Proposal and will be paid monthly unless otherwise specified.
3.7 If you fail to pay any invoice by the due date, Advantate may charge you, and you agree to pay, interest on all outstanding amounts at the Reserve Bank’s official cash rate (as published in the Australian Financial review at the time the unpaid charges become due.)
4. Your Warranties
4.1 You warrant:
4.1.1 that your web site and its content will not infringe any intellectual property rights, or any other rights, of Advantate, its Supplier or any third party; and
4.1.2 your web site and its contents will at all times comply with all laws required to be complied with; and
4.1.3 your web site and use of the Supplier services contemplated under this Agreement complies with all relevant policies of those third parties (for example, without limitation, you comply with the Google policies in relation to use of its Adwords service); and
4.1.4 that you will not, or permit others to, alter any element of the content of your web site, whether textual, structural, graphical or other, including, but not limited to, source code, at any time during the Service Period, without Advantate's prior written consent, as this may impact delivery of the Services for which Advantate will not be liable.
5. Our General Disclaimer of Warranties
5.1 To the extent permitted by law, neither Advantate nor its Supplier, nor any employees, affiliates, agents, suppliers, third-party information providers, merchants, licensors nor the like (each a "Relevant Party") of either Advantate or the Supplier, make any warranties of any kind, either expressed or implied, statutory or otherwise, as to the performance of the Services (including without limitation, any software related thereto) or in any way to the subject matter of this Agreement, including, but not limited to, warranties of merchantability or fitness for a particular purpose, or non-infringement for the Services or any equipment provided, and all such warranties are hereby excluded.
6. Indemnities and Warranties
6.1 You expressly agree to indemnify and hold harmless Advantate and its Supplier(s), and all respective directors, officers, employees, subsidiaries, affiliates, agents from and against all damages, liabilities, actions, causes of action, suits, claims, demands, proceedings (whether legal or administrative), losses, costs and expenses (including without limitation reasonable attorneys fees and disbursements and court costs) arising from or in connection with:
6.1.1 your web site, the information or content contained therein or provided by you to Advantate, your use of the Services; or
6.1.2 any other claims based upon, but not limited to, trademark, service mark, trade name, copyright and patent infringement, trademark dilution, tortious interference with contract or prospective business relations, unfair competition, restrictive trade practices, misleading statement, misleading or deceptive conduct, breach of contract, defamation or injury to reputation, or other injuries or damage to business.
6.2 You warrant that you shall at all times be solely responsible for your web site and its content notwithstanding the provision of the Services to you by Advantate or its Supplier.
6.3 Without limiting the above, you acknowledge that the Services may require Advantate to use, interface with or input information into Supplier’s systems (including companies such as Google and Yahoo!) and you agree that Advantate has no liability to the extent that the Supplier is unable to provide its services to you.
7. Intellectual Property
7.1 You acknowledge that all right, title and interest in any and all:
7.1.1 technology, including the software;
7.1.2 any documentation and material that is part of or provided with the Services; and
7.1.3 any know-how, trademarks or service marks of Advantate or its Supplier, (collectively, "Our Intellectual Property") is vested in Advantate, its Supplier and/or the licensors of Advantate or its Supplier (as the context requires).
7.2 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.
7.3 You may not copy, modify or translate any of Our Intellectual Property or related documentation, or decompile, disassemble or reverse engineer any of Our Intellectual Property, to use it other than in connection with the Services, or grant any other person or entity the right to do so
8. Confidential Information
8.1 You acknowledge that, in the course of the performance of this Agreement, you may have access to information and communications, including proprietary information claimed to be unique, secret, or confidential, and which constitutes the exclusive property and trade secrets of Advantate or its Supplier ("Confidential Information").
8.2 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.
9. AUP and Privacy Policy
9.1 You agree to comply with Advantate’s Acceptable Use Policy located at
http://www.advantate.com.au/policies/acceptableusepolicy.html, as varied from time to time ("AUP").
9.2 You agree to comply with Advantate’s Privacy Policy located at http://www.advantate.com.au/privacy/, as varied from time to time ("Privacy Policy").
10. Suspension or Termination of this Agreement
10.1 In addition to any other rights under this Agreement, Advantate may suspend or terminate this Agreement and cease providing the Services to you if:
10.1.1 you breach any term of this Agreement and (if capable of remedy) fail to remedy that breach within 14 days of receipt of a notice from Advantate requiring you to remedy that breach; or
10.1.2 you become insolvent.
11. Cancellation
11.1 You may cancel the Services within one business day of the Commencement Date.
11.2 You may cancel after the Initial Period by providing 30 days notice in writing or by email to
11.3 If you cancel prior to expiration of the initial period, cancellation fees will be payable equal to Total Contact Value for the initial period less amounts paid to date.
12. Miscellaneous
12.1 The law in force in the State of Victoria, Australia governs this Agreement and the transactions contemplated by this Agreement.
12.2 In the event it is necessary for Advantate to enforce its rights under this Agreement, you agree to pay all fees incurred by Advantate (including, but not limited to, legal fees and collection agency fees)
12.3 This Agreement shall be binding upon and inure to the benefit of you, your respective successors and assigns. You may not resell any Services or assign your rights and obligations under this Agreement without the prior written consent of Advantate.
13. Specific Additional Terms
13.1 You hereby authorise Advantate to develop a link exchange program whereby links to and from your web site, and other web sites and/or industry guides and/or directories, are established, and you hereby appoint Advantate as your agent for this purpose.
13.2 Advantate agrees that it will not, and will not recommend that you, cloak any pages or hide same colour content on same colour background or otherwise knowingly use spam methods in an attempt to improve the ranking of your web site in connection with the provision of the Services.
13.3 If you provide Advantate with FTP Access to your web site you expressly grant to Advantate a licence to cache the file and content of your web site, including data and content supplied by you and/or third parties, whether or not your web site is hosted by Advantate's Supplier. You agree that you shall be responsible for obtaining any agreements and/or consents required of any third party in connection with the grant of this licence to Advantate. You also agree that any such caching is not an infringement of any of your intellectual property rights or any third party's intellectual property rights.
Date: July 2010
