VSBL Pty Ltd (ACN 163 187 559), trading as ‘Visible Online Marketing’ including our subsidiaries, trading entities or assigned entities (hereafter referred to as ‘Visible’) agree to provide you (the Client) with the Online Marketing Services set out in the attached Commercial Terms in accordance with the below Terms and Conditions. Contract for Services The Client has requested the provision of the Services by Visible. Visible has agreed to provide the Services subject to the Client agreeing to these Terms and Conditions. Upon the Client signing the attached Commercial Terms and paying the Deposit (if any), the parties will have entered into a binding contract whereby the Client will pay for and Visible will provide the Services on the terms and conditions set out herein (the Contract). The Client covenants and warrants that they have undertaken their own independent assessment of their business needs and that their request for the Services reflects that assessment. The Client must provide all instructions in writing or confirm any verbal instructions in writing by email. Visible will not be liable for any errors or omissions resulting from verbal instructions or from a failure by the Client to sign off on any work. The Client must ensure that information supplied to Visible is not illegal or prohibited by any law, policy or regulation. Should such prohibited material be provided to Visible, the Client indemnifies Visible arising from any loss or claims. Visible reserves the right to re-quote on the Services or vary the scope of the Services after Visible has fully reviewed the Client’s website or the Client’s requirements. The Client agrees and acknowledges that Visible cannot guarantee results and the nature of the Services necessarily means that despite Visible’s best efforts, the Client’s expectations of the Services may not be met and that this may be a result of circumstances or events outside the control of Visible. While every effort will be made by Visible to meet agreed timelines, Visible will not be responsible for delays caused by unforeseeable events, changes to the Client’s instructions or circumstances beyond Visible’s control. Payment The Client will be invoiced monthly in advance for the Services Visible anticipates providing during the month ahead. Payments are strictly non-refundable. Unless otherwise specified, ongoing contracts require a minimum 30-days notice in writing. A final pro-rata invoice will be provided accordingly. Before Visible commences the initial provision of the Services, the Client must pay the first invoice by the date specified in the invoice. Visible reserves the right to charge a deposit representing a proportion of the Price as specified in the Commercial Terms. Visible reserves the right to cease providing the Services if any invoices remain unpaid. If a Service included an invoice is not provide during that month, Visible will make an adjustment in the following month’s invoice. The Client agrees and acknowledges that Visible may charge for the time spent by Visible (including its employees and contractors) on a time spent basis, for matters such as but not limited to reporting, telephone calls, meetings, travel time and meetings provided that all such matters are provided as part of the Services. Visible reserves the right to: apply any payments made by the Client towards any outstanding invoices as Visible sees fit. charge interest in any late payments at the rate of 1% per month, charged daily. charge a processing fee for any late payments. instruct debt collectors or solicitors to recover any unpaid amounts and the Client agrees to pay the full costs on an indemnity basis incurred by Visible. Any additional services requested by the Client not falling within the Services, or which arise from matters included in clause 2.6 will be charged at the rate of $160 per hour plus GST. Unless agreed upon by the Client and Visible, the payment method set out in the Commercial Terms will be used to process payments for future invoices. If at any time the Client terminates this Agreement, the Client remains liable to pay any invoices issued by Visible at that time, regardless of whether the full Services have been provided as the Client understands, agrees and acknowledges that Visible may have sacrificed other opportunities and expended additional resources in anticipation of providing the Services to the Client. Online Marketing Services The Client will not employ the services of any Search Engine Optimisation Company other than Visible to work on their website promotion during the duration of this Agreement. The Client has not created any duplicate sites, duplicate content or pages, redirects or doorway pages to their website whilst or before advertising online with Visible. The Client has and will not request(ed) or exchange(d) links with any link farms or undertaken any spamming techniques that may harm the Client’s website’s search engine ranking with Google before or during the term of this Agreement. Visible has no control over the policies of search engines with respect to the type of sites and/or content that they accept now or in the future. The Client’s website may be excluded from any directory or search engine at any time at the sole discretion of the search engine or directory. Visible bears no responsibility in respect of such occurrences. Some search directories offer expedited listing services for a fee. If the Client wishes to engage in paid expedited listing services (e.g., paid directories), the Client is liable for all related service fees. Visible is not responsible for changes made to the website by other parties that adversely affect the search engine rankings of the Client’s website. Visible is not responsible for the Client overwriting SEO work to the Client’s site (e.g. Client/webmaster uploading over work already provided/optimized). The Client will be charged an additional fee for re-constructing content, based on the hourly rate of $160 plus GST per hour. Visible will provide Client with monthly progress reports. Visible accepts no liability for loss of service, unavailability of files, damage of data, misuse of equipment by other customers, failure of any externally managed equipment or communications devices or other services deemed to be beyond Visible’s control. If required, Visible will be responsible for uploading no more than twenty (20) products to the Client’s web site. Additional charges will apply for further products requested for upload. The Client will pay their click budget directly to Google. The Client will not run another Google Adwords campaign at the same time as the campaign managed by Visible. The Client will not make any changes in the Google Adwords campaign during the period of the agreement, unless agreed in writing with Visible. Intellectual Property The Client covenants and warrants that any elements of text, graphics, photos, designs, trademarks, artwork or any Intellectual Property provided to Visible for inclusion on the Client’s website are owned by the Client, or that the Client has received written permission from the rightful owner(s) to use each of the elements, and the Client releases and indemnifies Visible and its subcontractors from any claim or loss arising from the use of such elements. The Client agrees and acknowledges that Visible will own and maintain the Intellectual Property rights in any materials produced by Visible in the course of or ancillary to providing the Services. Visible may licence such rights to the Client upon the completion of the Services. No Intellectual Property rights in such materials will be licensed to the Client until Visible has been paid in full for all fees and expenses invoiced to the Client. The Client consents to Visible to display the Client’s logo(s), banners and websites for the purpose of advertising or promoting Visible’s services. Indemnities and Limitations The Client releases and indemnifies Visible and agrees Visible will not be liable for any consequential loss, loss of profit or incidental damages of any kind including but not limited to damages to goodwill, reputation or loss of trade associated with the provision of the Services. The Client agrees to indemnify and keep Visible indemnified from and against all loss, damage, cost and expense which Visible sustains or incurs on account of any neglect or non-performance by the Client of the Client’s obligations under this Agreement. This indemnity will extend to any loss of reputation or goodwill that Visible may suffer by the Client’s negligent action of any nature. Visible accepts no liability for loss of service, unavailability of files, damage of data, misuse of equipment by other Clients, failure of any externally managed equipment or communications devices or other services beyond Visible’s direct control, unless due to the wilful breach or gross negligence of Visible. Visible’s total liability for any breach of this Agreement or in tort is limited to the amount paid by the Client for the Services. Termination Subject to clauses 6.2 to 6.4, this Agreement will continue until Visible confirms the Services have been provided or until the parties otherwise agree to terminate this Agreement. Visible may terminate this Agreement if the Client fails to pay any amounts outstanding, regardless of whether any notice of default has been sent to the Client, within 14 days of such amounts being due. Visible may terminate this Agreement upon 14 days’ notice if the Client breaches any term of this Agreement and such breach is unremedied within the time specified in the notice. Visible may terminate this Agreement with immediate effect if Visible becomes aware of any illegal or offensive activities engaged in by the Client, including without limitation: spamming (sending unsolicited promotional electronic mail); downloading or storing of content that could be deemed prosecutable by the Australian Broadcasting Authority (ABA) under Australian Law, e.g. illegal software, software cracks and pornography; Obscene material, fraudulent or deceptive statements, threatening, intimidating or harassing statements or material which violates the privacy rights or property rights of others, or is likely to be defamatory of another person; or Any other act or omission by the Client or a contracted third-party of the Client that may cause financial loss or damage to the ‘Visible’ brand or reputation. Confidentiality Visible agrees to keep confidential any information or materials disclosed by the Client and designated as ‘confidential’ or ‘commercial in confidence’ except to the extent such information is in the public domain or unless Visible is legally obliged to disclose such information. Miscellaneous If any part of the Agreement is or becomes void or unenforceable, that part is or will be severed from this Agreement. Such severance will be to the extent that all parts that are not or do not become void or unenforceable remain on foot and in full force and effect. This Agreement may only be varied by deed executed by the Supplier and the Client. The Client agrees that any disputes will be resolved under the West Australian jurisdictions and that the Agreement was executed and operates in Western Australia (WA). Definitions Agreement means this agreement, including the Commercial Terms attached, for the provision of the Services as agreed by the parties; Commercial Terms means the agreed terms (titled “Commercial Terms”) forming part of this Agreement; Online Marketing Services include search engine optimisation, search engine marketing, analytics and usability; Services means the Online Marketing Services outlined in the Commercial Terms.