Terms and Conditions

1

Introductory

1.1

Karl Paul Castan, trading as “SEO Interactive” (ABN 80 070 844 528) (“SEO Interactive”), is a provider of ‘search engine optimisation’ services (“SEO Services”) for clients, having a website at www.seointeractive.com.au (“Site”). SEO Interactive provides a variety of SEO Services to its clients, including a service (“SEO Review Service”, which is described in greater detail at [website link to SEO Review Service]) aimed at assessing certain aspects of SEO Services offered to SEO Interactive’s clients by third party providers of SEO Services (“Third Party Provider”).

1.2

These terms and conditions (“Terms and Conditions”) apply only in respect of the SEO Review Service to clients of SEO Interactive (“you” or the “Customer”). You acknowledge that by engaging SEO Interactive to provide the SEO Review Service you irrevocably and unconditionally agree that such SEO Review Service will be provided in accordance with these Terms and Conditions. You warrant that you have read and understood these Terms and Conditions.

1.3

You accept that SEO Interactive may, from time to time at its sole and absolute discretion, revise these Terms and Conditions. SEO Interactive will post a notice on the Site if it revises or otherwise updates these Terms and Conditions and such changes shall be effective in respect of any SEO Review Service for which you engage SEO Interactive after the date of such posting.

2

Nature of SEO Review Service

2.1

You acknowledge and agree that SEO Interactive provides the SEO Review Service to you subject to the following conditions:

(a) the SEO Review Service is provided for your benefit only and not for any undisclosed party;

(b) SEO Interactive is not obliged to provide the SEO Review Service it you fail to comply with your obligations under these Terms and Conditions or any other terms and conditions on which SEO Interactive agrees to provide the SEO Review Service (including without limitation payment of the fees for providing such SEO Review Service);

(c) the extent of the SEO Review Service is limited solely to evaluate objectively the merits of the service offering [either describe here what this means in more detail or refer to the relevant section of the Web Site];

(d) the SEO Review Service is not intended to be, and will not be construed as, a definitive or absolute assessment of (i) the quality, suitability, effectiveness or efficiency of any SEO Services proposed by a Third Party Provider, or (ii) the credibility or qualifications of any Third Party Provider;

(e) SEO Interactive does not and will not provide advice, opinions or representations as regards to the: (i) quality, suitability, success, effectiveness or efficiency of any SEO Services offered by a Third Party Provider, or (ii) the likelihood of any such SEO Services proving a benefit to you of the kind promised or represented by the relevant Third Party Provider or any other particular benefits or advantages;

(f) SEO Interactive shall be able to rely on information, communications and/or representations you make in regard to the scope or characteristics of the relevant SEO Services or in relation to the Third Party Provider;

(g) SEO Interactive shall be able to rely on any other information it obtains in the public domain in regards to the relevant SEO Services or the Third Party Provider that SEO Interactive feels in its absolute discretion to be reliable at the time such information was relied upon; and

(h) SEO Interactive will provide its report to you, in satisfaction of the SEO Review Service, based on information available to it as at the date of the provision of such report, and not based on any forecasting of future events or on any circumstances that may or may not occur in the future.

2.2

SEO Interactive agrees not to provide SEO Services to you within six (6) months from the date on which you engage SEO Interactive to provide the SEO Review Service to you.

2.3

During the provision of the SEO Review Service to you by SEO Interactive, SEO Interactive may determine, at its absolute discretion and at no compensation to you otherwise than as provided by virtue of this paragraph 2.3, that because certain matters (“Disputed Matters”, as described in paragraph 2.4 below) have arisen, it can no longer provide the SEO Review Service to you in accordance with these Terms and Conditions. In that event, SEO Interactive will (except to the extent the applicable Disputed Matters arise from your breach of these Terms and Conditions) return any monies to you equal to any amount you had paid to SEO Interactive for the provision of the SEO Review Service and terminate the provision of the SEO Review Service to you.

2.4

Pursuant to paragraph 2.3 above, the Disputed Matters are the following:

(a) that by virtue of providing the SEO Review Service to you, a conflict of interest, including a potential conflict of interest, has arisen between SEO Interactive and any other third party, as determined at the absolute discretion of SEO Interactive;

(b) a legal claim, threatened legal claim or potential legal claim has been, or may be, made against SEO Interactive by a third party by virtue of its provision of the SEO Review Service to you;

(c) SEO Interactive determines, at its absolute discretion, that you are not a bona fide purchaser of the SEO Review Service who seeks to receive the benefits of the SEO Review Service as intended by SEO Interactive;

(d) the provision of the SEO Review Service to you may embarrass or bring into disrepute SEO Interactive or any employee or officers of SEO Interactive;

(e) an order of a court, tribunal or any other forum with legal jurisdiction to issue such an order has or will be issued which prohibits SEO Interactive from providing the SEO Review Service to you; and

(f) SEO Interactive determines, at its absolute discretion, that there is inadequate information available or new information and/or circumstances have emerged which prevents the provision of the SEO Review Service to a standard consistent with the values of SEO Interactive.

2.5

If SEO Interactive provides to you materials in which intellectual property rights exist during the course of providing the SEO Review Service to you, SEO Interactive retains all copyright and other intellectual property rights in such materials, and the mere provision of such materials to you shall not be construed as a transfer, licence or assignment of the intellectual property rights in such materials by SEO Interactive to you.

2.6

SEO Interactive makes no warranties or representations as to the accuracy, authenticity, correctness, completeness, validity, reliability, content or quality of any information and/or other materials it uses in the provision of the SEO Review Service to you if such information and/or other materials were created by a third party or provided by you, and you agree to hold SEO Interactive free from all liability in respect of any damages or losses you suffer as a result of relying on such information and/or other materials in the course of providing the SEO Review Service to you.

2.7

SEO Interactive may suspend or terminate its provision of the SEO Review Service to you without liability to you in the event that you violate the Terms and Conditions in any respect, as determined by SEO Interactive at its sole and absolute discretion, or if SEO Interactive deems it appropriate to do so pending investigation of any such violation, and you accept that SEO Interactive is not liable to you in such circumstances for any losses or damages suffered by you.

2.8

If you are late in making any payments to SEO Interactive for the SEO Review Service, without prejudice to its rights, SEO Interactive shall be entitled to suspend the provision of the SEO Review Service and/or charge interest on late payments at the rate of 4% above the RBA’s cash rate per annum for the full period for which such payment is overdue.

3

Limitations of Liability

3.1

In no event will SEO Interactive have any liability for non-provision (in whole or in part) or delay in the provision of the SEO Review Service to the extent to which such non-provision or delay is attributable to the acts or omissions of the Customer, or its employees, sub-contractors, agents or other third parties.

3.2

Both parties shall use their reasonable endeavours to mitigate any loss, damage, liability, expenses and costs suffered by them under or arising out of these Terms and Conditions.

3.3

Nothing in these Terms and Conditions excludes, restricts or modifies any condition, warranty, statutory guarantee, right or remedy implied or imposed by common law, statute or regulation which cannot be lawfully excluded, restricted or modified, which may include the Trade Practices Amendment (Australian Consumer Law) Act (No. 2) 2010 (Cth) and corresponding provisions of State or Territory legislation containing implied terms and/or statutory guarantees which operate to protect the purchasers of goods and services in various circumstances.

3.4

Subject to paragraph 3.3 above, all express or implied representations, conditions, statutory guarantees, warranties and provisions (whether based on statute, common law or otherwise), relating to these Terms and Conditions or to the provision of the SEO Review Service, that are not contained in these Terms and Conditions, including but not limited to the merchantability, fitness for a particular purpose and/or acceptable quality, are excluded to the fullest extent permitted by law.

3.5

To the maximum extent permitted by law, SEO Interactive expressly disclaims any and all liability and any warranties or guarantees, express or implied, regarding any responsibility to compensate you for any damages or losses you incur, regardless of how such damage or loss is incurred, as a result of your reliance on or acting upon any information, advice, opinions or materials provided to you by SEO Interactive by virtue of providing the SEO Review Service to you.

3.6

To the maximum extent permitted by law, SEO Interactive shall not be liable for damages of any kind (including, but not limited to, special, incidental, or consequential damages, lost profits, regardless of the foreseeability of those damages and regardless if those damages arise in negligence or any other law) arising out of or in connection with your use of the SEO Review Service or your reliance on any information, advice, opinion or materials provided by SEO Interactive by virtue of providing the SEO Review Service to you.

3.7

If any condition, statutory guarantee or warranty is implied into these Terms and Conditions or applies by operation of law (which may include the Trade Practices Amendment (Australian Consumer Law) Act (No. 2) 2010 (Cth) and corresponding provisions of State or Territory legislation) and cannot be excluded but SEO Interactive is able to limit its liability for a breach of such condition, statutory guarantee or warranty, the liability of SEO Interactive for breach of that condition, statutory guarantee or warranty is limited, to the extent permitted by law, at SEO Interactive’s discretion, to the supply of the SEO Review Service again or the payment of the cost of having the SEO Review Service supplied again.

3.8

Subject to paragraphs 3.3 and 3.7 above, to the fullest extent permitted by law, the maximum aggregate liability of SEO Interactive to you for all claims under, arising from, or in relation to these Terms and Conditions or its subject matter, regardless of form of action, whether in contract, tort (including negligence), under product liability and consumer protection legislation, under any other statute or regulation, breach of warranty or other legal or equitable grounds (including in each case negligence), shall under no circumstances exceed the amount charged by SEO Interactive for the provision of the SEO Review Service to you.

4

Warranties

4.1

You unconditionally and irrevocably warrant and agree that:

(a) any information and/or materials you provide SEO Interactive in relation to the provision of the SEO Review Service to you will be true, accurate, reliable, complete and authentic;

(b) you will have disclosed, and must continue to disclose, all information and/or other materials that you know or reasonably suspect are relevant to the provision of the SEO Review Service by SEO Interactive, or which may otherwise affect the provision of the SEO Review Service by SEO Interactive;

(c) the SEO Review Service, including any information, advice, opinions or other materials provided by SEO Interactive to you in the course of provision of the SEO Review Service, is provided to you on a confidential basis and, except with the prior written consent of SEO Interactive, is not to be published or communicated to the public or disclosed to any Third Party Provider, directly or indirectly unless compelled by law;

(d) you will not use the SEO Review Service or any information, advice, opinion or materials provided to you by SEO Interactive by virtue of the SEO Review Service in a manner that brings SEO Interactive or any employee or officer of SEO Interactive into disrepute, ridicule or contempt;

(e) you will not disclose or provide any information and/or other materials to SEO Interactive that will result in the infringement of the rights of a third party (regardless of your state of knowledge on whether such an infringement was likely) or which may otherwise expose SEO Interactive from a legal claim from any third party;

(f) there are no claims or proceedings issued, pending or threatened by a third party against you that may affect SEO Interactive’s ability to provide the SEO Review Service to you without infringing the rights of a third party or breaching any other law; and

(g) if any of the warranties given by you in this paragraph 4.1 are incorrect, false or shown to be untrue at any time after you have engaged SEO Interactive to provide the SEO Review Service, you must compensate SEO Interactive for all damages and losses it suffers as a result of the breach of that warranty by you, including damages and losses suffered as a result of a claim or a threatened claim or the settlement of a claim with a third party in respect of your breach.

4.2

SEO Interactive warrants that:

(a) it has the requisite qualifications, skills, competence, experience and ability necessary to perform the SEO Review Services in accordance with these Terms and Conditions; and

(b) it will act honestly and candidly in its provision of the SEO Review Service and any information, advice, opinion and/or other materials provided to you pursuant to the SEO Review Service.

5

Miscellaneous

5.1

You acknowledge that if there is any conflict between these Terms and Conditions with any other contractual right or any other legal right you may otherwise have, howsoever arising, against SEO Interactive, these Terms and Conditions shall prevail to the maximum extent permitted by law.

5.2

If, for whatever reason, a court of competent jurisdiction finds any term or condition in these Terms and Conditions to be unenforceable, all other terms and conditions will remain unaffected and in full force and effect.

5.3

You acknowledge and accept that these Terms and Conditions shall be construed in accordance with and governed by the laws of New South Wales, Australia, and the Federal Laws of Australia, where applicable.