General Terms

The Customer’s continued use of the services is binding acceptance of these terms and conditions and any changes thereto.

Each party agrees to keep in confidence and prevent the unauthorised use or disclosure to unauthorised person or persons of all confidential information which is received under this agreement and to use such data only for the above stated purpose.

The use of the Directory search engine optimisation service is at the Customer’s own risk.

The Customer acknowledges that Directory makes no warrant that search engine optimisation will generate any increase in sales, business activity, profits or any other form of improvement for the Customer’s business or any other purpose.

To the fullest extent permissible by law, Directory 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 profits or goodwill or loss of use of facilities or equipment), or any other damages arising whether arising from the negligence of Directory or otherwise.

Where liability cannot be legally excluded, the liability of Directory shall be limited to the cost of supplying the service again.

The Customer agrees to indemnify Directory for any third party claim for damages arising out or in any way connected with the supply of services by Directory to the Customer, including without limitation any direct, indirect, special, punitive, incidental or consequential damages (including but not limited to damage for loss of business profits, business interruption, loss of programs or information, loss of profits or goodwill or loss of use of facilities or equipment), or any other damages arising whether arising from the negligence of Directory or otherwise.

The Customer expressly agree to indemnify and hold and hold harmless Directory, 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 Directory search engine optimisation services.

 

Performance Guarantee

The client acknowledges and agrees that:

If work is delayed through no fault of the Company, no refund or compensation will be offered.

In the event that the “Client” fails to provide the correct access (ftp / Cpanel / CMS and others relevant to the website) logins to the website or communicate around these details within one month of agreeing to these Terms of Service.

The “Company” guarantees to rank atleast 10% of keyphrases on page 1 of Google (pages from Australia) within 90 days, 30% in 180 days and 60% in 365 days. (from initial onsite implementation. In the event that a “milestone” is not met the Company agrees to continue to provide the Services free of charge until the milestone is met. Guarantee limited to select customers only. Directory.com.au retains the right to terminate the contract after 1 month of free work.

The guarantee above does not apply in the following circumstances:

If changes are made to the Website by other parties that adversely affect the search engine rankings of the Website (as determined by the Company), or ii. If the Website is offline die to a reason not caused by the Company.

Cancellations

Directory search engine optimisation solution is provided under a 12-month agreement unless otherwise stated in the Campaign Details above. In the event the customer cancels the agreement during the contract term, the remainder of the agreement is payable in full.

Privacy

The Customer agrees that the Customer’s personal data may be used and retained by Directory for the following purposes: i. Provision of good & services ii. Marketing of good & services iii. Processing any payment instructions.

Confidentiality

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 for the above stated purpose.

Confidential Information shall include information disclosed orally only if identified as proprietary information at the time for 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: i. Is in the public domain at the time it is disclosed; or ii. Is known to the receiving party al the time of disclosure; or iii: Is used or disclosed with prior, written approval of the disclosing party; or iv. Is used or disclosed after (5) five years from the date it was first disclosed by the disclosing party to the other party pursuant to this Agreement: or v. Is independently developed by the receiving party; or vi. Becomes known to the receiving party from a source other than the disclosing party without a breach of this Agreement by the receiving party.

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.

These Terms and Conditions shall be governed by, performed under, and construed in accordance with the laws but not the conflict of law provisions of the State of Victoria.

Confirmation of Orders:

Signing of this confirms you accepts Directory’s terms of trade and confirm our order of services from Directory as outlined in the proposal and as summarised in this document.

General Terms

All ongoing services are invoiced in advance with 7-day payment terms.

The provision of the services by Directory and our payment of those services are subject to the information set out in the Proposal and Directory’s standard Terms & Conditions of trade which have been reviewed and accepted by us.