Agreement Terms & Conditions

What is this document? 

This is an agreement between Black Lion Digital (“we”) and the company or business named as the client (“ you”) in the document to which these terms are attached. 

The attached document may include other terms which will also form part of this agreement. 

If there is anything that we have discussed that is not in the attached document or these terms, you should tell us and make sure that thing is included. Only those things that are stated in these terms or the attached document or in any agreed payment arrangements will that thing be a term of the agreement between us. 

This agreement operates from month to month. Search engine features and requirements change often without notice and we may need to include new terms to address these changes. Because this agreement operates from month to month, these terms may also change from month to month. We will notify relevant terms by posting them on our website or otherwise email them to you. Please ask us at any time if you want to know our then current terms. 

What we do 

We provide search engine marketing (SEM) services with the objective of increasing the number of targeted, relevant hits on your website from the dominant search engines, with a focus on Google. 

There are things that we do and things that we can’t do. 

- First, what we do: 

• We will deal with you honestly and openly. 
• We will apply good industry practice in information security. 
• We will respect your trade secrets. That means things that we get to know about your business that are commercially sensitive and not known to the public. 
• We will respect privacy of individuals in accordance with Australian privacy law wherever we do our business. 
• We will avoid technical jargon and mumbo-jumbo. We strive to talk about what we can do, are doing and the results we achieve for you in a way that you can understand.
• We will work in your best interests and apply our expertise and extensive experience to improve your site’s search engine and click through results.
• Features and capabilities of our services will change over time depending upon search engine features and requirements. Often it is difficult to state categorically what is possible or what is best for your website. We apply our judgment and endeavour to deliver the best sustainable search engine marketing results that can be achieved for the budget that you allocate. Other providers of services may have different opinions.
• We will suggest what we think are the best keywords for your site based on our extensive experience, industry benchmarks and testing. You will have the opportunity to approve keyword selection in advance: we depend on you to make prompt decisions. 
• We will apply a sensible choice and number of keywords to your site, again based upon extensive experience, industry benchmarks and testing. The number of keywords, Adgroups and ads tested will vary according to the level of service you acquire from us and the budget that your allocation to your campaign. Significantly more keywords require more ongoing maintenance work by us and may lead to us recommending that you subscribe to a higher level of service. 
• We will assist in optimising pages that we are targeting and elements and other pages of your website that affect the pages that we are targeting. We do not optimise every page on a website. We focus on pages that are relevant to the keywords we are optimising. 
• If you buy our services for a term, we will periodically review changes in search engine rankings and other known factors that affect your results and we then seek to re-calibrate your search engine advertising campaign your site to maintain or improve your results. 
• If you buy our services for a term and you tell us at any time that your site content and structure has changed, once you tell us we will (as soon as we reasonably can) review and adjust and update keywords and other optimisation features that are within our scope. 
• We will apply our extensive industry experience to endeavour to predict future changes in policies of search engines or other external developments that may affect your site’s results. However, it is impossible for us to predict actions that may be taken by search engines and by other sites that compete for ratings. Our predictions will be informed and sensible, but they may prove to be wrong. 
• We will deploy appropriate staff to provide services to you using our global resources wherever located. 
• We will rely upon you to provide us with continuing and uninterrupted access to your site and your search engine advertising account to provide our services and your prompt implementation of our recommended changes. If you don’t provide us with access, or your web development team do not promptly implement our changes, our charges are still payable, because we plan our resources in the expectation that you will provide us with continuing access and promptly implement our recommendations. 
• We will rely upon you to design, develop and implement your website. Our task is to optimise your website, not to fix your site content or structure.

Now, what we can’t and don’t do. 

- We don’t:

• Work miracles. If your site, Adwords account and other search engine advertising accounts have a poor trust rank/value / search engine history, that poor rating will affect the results that we can achieve. Good work by us may not counteract any ongoing negative impact of poorly managed sites and search engine advertisings accounts.  
• Follow others views or opinions, we will not incur costs exploring alternative views (unless you pay us to do so) and we do not offer rebates or refunds. Again, you can at any time terminate our engagement – see Ending our engagement below. If you don’t like what we do, or you or other consultants that you engage think that we should do (or have done) things a different way, we will willingly consider other reasonable views. 
• Guarantee that pay per click services will deliver particular results or deliver improvements within a particular period of time. 
• Guarantee that results that we are able to achieve for your site will apply for any period of time. Search engines change ranking methodologies and systems, often without prior notice or any announcement. If you buy our services for a term we will respond to changes as soon as we reasonably can, after any change is detected by us. 
• Guarantee that your website will never be subject to effects by search engine changes in algorithms. Search engine algorithms change frequently, often without notice or explanation.
• Fix your site content or structure or correct errors in your site content or structure, including any errors or deficiencies arising from previous search engine optimisation and marketing work done by other providers. Those fixes are not included in our fees: you should engage properly experienced web designers and web developers to work with you on your site content and structure. Our role is optimisation of the site and your search engine advertising campaign, but we work with your site as we find it. If we recommend changes to site content and structure, you should engage web designers and web developers to work with you on your site content and structure. 
• If your site has at any time has a structure or operation that in our reasonable opinion is unsafe or unduly difficult to work with, we may advise you and recommend changes. If you do not implement those changes we may terminate provision of services. 
• Be responsible for your decisions. If you tell us to do something that we don’t agree with and we elect to do it at your instruction, you will be responsible for the results. If you change your website frequently or in ways that you don’t tell us or that are not accepted industry practice, we won’t be responsible for any adverse effects and we may not be able to provide our service. 
• Refund money paid by you if you don’t like the results. We will apply our skills to endeavour to achieve good results for you. That requires us to expend significant staff time and other resources, so we don’t offer satisfaction or your money back. 
• Update or optimise your search engine advertising account or website unless you provide us continuing access to your site and advertising account to make updates or adjustments. If you change access settings, we will not be responsible for inability to update or adjust settings or features. 
• Update or adjust keywords or other optimisation features of both your site and search engine advertising campaign or account continuously or in response to changes at greater than normal business frequency. We will advise when the site changes exceed normal business frequency and will provide possible solutions to resolve any issues and problems we are aiming to fix. 
• Ensure that your site will not be hacked or information security compromised in any way. We will take all reasonable steps to ensure that our employees safeguard passwords and other information about access to your site, but we are not responsible for or in relation to any actions by third parties or for providing any advice or assistance to you in relation to information security or dealing with a breach of information security (whether by hacking, denial of service attack or any other disruption). 
• Provide consultancy or other services in relation to your dealings with search engine operators, regulators or other parties. We will reasonably cooperate to facilitate your dealings with such parties, but if work is involved we may charge you for such services.  

How we charge you 

 Any written quotation is on the basis of what you told us about your website and what we could see of that site from an external review. Our quotation assumes that once we get reasonable access to your search engine advertising account, and your site, that access will facilitate us doing our work. Our charges are:

• an initial fee, payable upfront and non-refundable, which is for starting our commercial arrangements and dependent on the level of service and number of adgroups you choose for your campaign, and then 
• a flat monthly fee, starting from the date of payment of the initial fee (this date is the start date) and then payable monthly in advance and non-refundable dependent on the level of service and number of adgroups you choose for your campaign; 
• Media buy and advertising spend that we do on your behalf
• additional fees for out of scope work that you ask us to do. 

 You must pay our invoices promptly (within 7 days of invoice date) or we may elect to suspend provision of services or terminate our agreement. 

We bill in Australian dollars for payment into our nominated Australian bank account. Where goods and services tax, value added tax or other sales taxes or duties apply, these will be charged to you and must be paid by you in addition to our quoted fees. Where bank charges or remittance fees apply, you need to pay such amount as ensures that we receive the amount due to us without deductions in our nominated Australian bank account. 

What is included in the flat monthly fee? 

This includes everything that is stated (in our documentation of a package) as a feature of the Black Lion Digital process proposal for the level of package that you sign up for. 

Algorithmic changes and fixes for situation specific problems, including cleaning up poor site or advertising account history requiring extra work (beyond the PPC process scope) will be quotable and billable. 

HTML errors that we identify will be cleaned up on your website if we consider that we are able to do so within the above package time allocations. Please note that we can only address HTML errors if sufficient access is allowed by you and the site is compatible to allow title tag, Meta description tag, heading tag and content changes. Also, we may consider that the risk of making changes to your website is high, for example, because it is unusually complicated (such as having a custom content management system with many inter-relationships) or because it is an environment with which we are not sufficiently familiar or which is proprietary. In such cases we may decline to perform work directly on your site but will still provide all the recommended changes and advise of what to do to support our optimisation efforts. 

Where you make (or allow others to make) changes to your website we may decline to correct errors or otherwise perform work reasonably related to the effect of those changes, or quote you for additional work. 

A report will be sent every month except in cases where you have direct access to your search engine advertising campaign account as this access will provide the most raw, up to date, and accurate reporting.

Changes in fees 

We can change our charges at any time by giving you at least 30 days’ prior notice. 

If you do not agree to pay our changed charges, you may elect to terminate this agreement with effect from a payment due date by giving us at least 14 days’ written notice.

Notices

Notices must be written, not spoken, but they can be by email or a letter. 

Who Owns What? 

Whatever we do on your site in the course of provision of our services may be used by you on your site. Whatever material we provide you about our services – manuals, newsletters, etc. –remains owned by us and you are only allowed to use it in relation to your use of our services.

The way that we do things is valuable and commercial in confidence. We won’t tell you about our methodologies or help others to do anything similar. Our material is also valuable and commercial in confidence and you are not allowed to show it to anyone else. 

We agree to implement a high level of information security. 

We won’t tell others anything that we get to know about your business that is not already public knowledge.

Exclusivity 

We’re often asked to commit to only do work for a client in a particular industry sector or geography. As our agreement may be ended by you at any time on short notice and our charges don’t reflect the opportunity cost of not doing work for others, we don’t think it is reasonable for our clients to expect exclusivity. So we don’t offer it (or expect it from our clients!).

Ending our agreement 

We rely upon the reliability and quality of our services and results to convince you to continue this Agreement. For this reason, we do not significantly restrict termination of this Agreement. You or us can terminate this Agreement with effect from a payment due date by giving the other at least 14 days’ prior notice. If we receive your notice of termination less than 14 days prior to the date of your next scheduled payment, we shall be entitled to charge you for your next scheduled payment. Subject to applicable law, you shall not be entitled to any refund of any monies paid to us prior to the effective date of termination due to your failure to timely notify us of your intention to terminate this Agreement. Any work we complete prior to the effective date of termination but not yet invoiced to you will be immediately invoiced upon your notification of termination, and you shall promptly pay such invoice in full upon its presentation to you. 

Notices must be written, not spoken, but they can be by email or a letter. 

Because it is easy to end your agreement with us, we do expect to be paid promptly and in full while the agreement is in operation. We don’t need to give notice to you if we suspend or terminate provision of services to you because you don’t pay us. 

The Australian Consumer Law, which may give you particular rights which we don’t limit or exclude unless we are permitted to do so. To the extent that we can, such rights are limited or excluded to the extent so permitted. Subject to that, we don’t provide refunds, but we will continue to provide services until termination of this agreement takes effect.

Limitations and Exclusions of Liability 

We will use due care and skill in providing our services, but we do not guarantee that our services will be fault-free. 

Sometimes provision of advertising management and optimisation services by us will lead to interruption or errors in the operation of your site. We don’t underwrite your business or your revenue or other business results. To the extent permitted by law we exclude all liability to you or anyone else relating to any interruption or errors in the operation of your site arising from our work. 

We accept liability where our breach of agreement causes personal injury or death to you, your employees, agents and contractors and for damage to real property resulting from supply of our services, but to the extent that the law allows, we limit all other liability (including but not just for negligence) to a sum being the total amounts paid by you under this agreement and then only for costs or expenses that you reasonably incur that are a direct result of, and flow naturally from, any breach of agreement or negligence by us. We exclude all liability arising out of your loss of business, revenue, profits or data. Other than for the liability that we accept (as above) and as required by the Australian Consumer Law, we exclude all other guarantees, warranties, rights, remedies and liability to you or a third party for breach of contract, negligence or breach of any other law. For any liability in relation to service performed which cannot lawfully be excluded but can be limited, our liability is limited to re-supplying those services or paying the cost of re-supplying services.

You indemnify us against any claims, liability, loss or expense that we (including our personnel) suffer arising from:

• your unlawful or negligent acts or omissions, except to the extent that we contribute to the liability, loss or expense; 
• any defect in any material that is provided by you or at your direction to us and in any work or services performed by you or performed at your direction (other than our work); 
• costs (including debt collection costs and full legal fees and expenses) that we incur in attempted recovery of any sum, including any indemnified amount, that is payable by you to us but not paid when due. 

Sorting out disputes 

This agreement is governed by the laws of New South Wales, Australia. 

Each of us submits to non-exclusive jurisdiction of courts of New South Wales, Australia. 

This agreement sets out all relevant terms. 

We each agree to use best endeavours to resolve in good faith any dispute concerning this agreement. If we can’t, we agree to try to resolve it by mediation administered by the Australian Commercial Disputes Centre according to its Mediation Guidelines before starting court proceedings (except for urgent injunctive or declaratory relief).

Particular stuff 

Search engine services have particular features or quirks. These features or quirks will change over time, often unpredictably. Because this agreement operates from month to month, we will adjust these terms to address these changes: we will notify relevant terms by posting them on our website or otherwise email them to you. Please ask us at any time if you want to know our then current ‘more particular stuff’ terms.

Google Webmaster Tools, Google Analytics and Google Adwords 

We will maintain usernames and passwords that we set up for and behalf of you with Google Webmaster Tools, Google Analytics and Google Adwords and these usernames and passwords will be confidential to us and not provided to you at any time. 

We may at our choice provide shared access to you if you provide a Google account. 

We will set up Google Analytics and a Google Adwords account on your behalf (if it is not set up already and if your site allows it). We will share this access upon your request. 

If you have already set up Google Analytics and/or Google Webmaster Tools and/or Google Adwords, you will provide (at least) shared access to us.