Terms and Conditions
Terms of Service
Web Promotion Services
1.0 Definitions & Interpretation
1.1 In these Terms of Service (“Service Terms”),
“SEO” means Search Engine Optimisation. It is the process of making a web site easy to find through search engines. It consists of various techniques that seek to improve the ranking of a web site in search engine results;
“Web Promotion” means activities required to be performed on and about a web site to promote its presence to the web community;
“Web site” means the entire collection of web pages and other information (such as images, sound, and video files, etc.) that are made available through World Wide Web. In this document, it refers to the web site of the Franchisee or its end-cusomters that he would like to engage IPW to work on for
Web Promotion Services;
“Spam” means unsolicited emails and/or actions that may be stress or be in conflict with the resources of the recipient. This includes, without limitation, the act of posting inappropriate messages to various newsgroups or the sending of unsolicited email, usually in large quantities to others on the Web;
“Search Engine” means an application for searching the information available on the Web. It is a program which indexes and retrieves web sites based on keywords input by a user;
“Search engine rankings” refers to the position at which a particular site appears in the results of a search engine query. When a keyword is searched, the search engine tries to decide which results are more relevant and displays them in an appropriate order. Each search engine uses its own unique algorithm to determine this order. Most are based on the location and frequency of the keywords on a web page with more prominence or weight given to certain areas such as the page title. Whilst others, like Google, combine this with a popularity ranking system;
“Visits” means any web surfer coming to a web site;
“Leads” means a prospect/potential customer visiting a web site;
“Traffic” means the number of visitors to a web site;
“Frames” is a way of splitting a web page into 2 or more independent sections usually with a common navigation and title in a separate static section;
“Layers” is an implementation of sections in multiple layers on a web page. The layers can be on top of each other. Using JavaScript (or maybe other code) each layer can be hidden or made visible. Layers can be used to hide information;
“Flash” means Macromedia’s Flash software. Sites designed around Flash tend to put their content inside the SWF files and as a result this content is not available to search engines. Search engines see the Flash components as images and therefore can’t read the text contained on these pages;
“IP Address” means Internet Protocol Address. Every machine that is on the Internet has a unique IP number - if a machine does not have an IP number, it is not really on the Internet;
“Domain name” means the unique name that identifies a web site. Domain names always have 2 or more parts, separated by dots;
“301 redirect” is a method of telling web browsers and search engines that a web page or site has been permanently moved to a new location. A 301 redirect should be used whenever a web site is moved to a new domain name (URL) so that search engines quickly change their indexes and preserve the search engine rankings that the site had at the previous domain;
“URL” means Uniform Resource Locator, an address for a resource available on the Internet. The URL is broken down into three main parts. The first tells what Internet Application Protocol is being used, i.e. http:// for web pages (hyper-text files) or ftp:// for standard files. The second part is the address of the computer or the domain name. And the third part is pathname of where the file is stored on the host computer (server);
“Keyword” are the words which best characterize the purpose of the web site. If such keywords are included in the text of the web site, search engines will associate them with the web site, and return the web site in searches for these keywords;
“Link building” is the practice of obtaining links from external web sites to improve both direct referrals (people clicking on the links) and search engine ranking;
1.2 The headings in these service terms are for convenience only and shall not affect their interpretation.
1.3 In the event that the “Terms of Business” contains terms which directly conflict with any terms or provisions of these “Terms of Service” to the extent that such conflicting terms are more restrictive on the client or provide additional benefits to IPW/TechServe Solution, such conflicting terms shall prevail. To the extent
the “Terms of Business” has terms related to limitation of liability, the same limitations of such provision shall apply between the parties.
1.4 The Client acknowledges and agrees that it has received and reviewed the “Terms of Business” and shall abide by the “Terms of Business” as incorporated herein by reference and as if the client were a party thereto to the extent consistent with the context of the parties’ business relationship, substituting where appropriate references therein to Statusseo with the Client as defined herein. The parties agree that these terms shall supplement and not replace the “Terms of Business”.
2.0 Scope of Service.
2.1 List of Services. These Service Terms refer to the following services offered by Statusseo:
a) Site Analysis
b) Web Stats (Server Log File Analysis)
c) Keyword Research & Analysis
d) Competition Analysis
e) Optimisation of Title and META Tags
f) Optimisation of Content
g) Improved Site Navigation
h) Submission to Major Search Engines & Directories
i) Submission to up to Regional/Industry-Specific Search Engines and Directories
j) Ranking Report
k) Campaign Review Report
l) Paid-for Inclusions
q) Pay Per Click Campaigns
The details of the current inclusions and exclusions for each of these services can be obtained on request and will be included in any proposal document.
2.2 Additional Expenses. If Statusseo requires any special equipment, hardware, software, licenses, subscriptions, or other tools to carry out the web promotion services on the web site, Statusseo shall seek an explicit approval from the Client before incurring any such expenses. Only after the client accepts and approves such expenses shall Statusseo proceed to incur them. Such additional expenses shall be immediately due and may require a 100% advance payment to Statusseo.
2.3 Non-Exclusivity. The Client acknowledges and agrees that Statusseo provides web promotion services to multiple customers and that such service is non-exclusive to the Client and its web sites or its customers.
2.4 Web Promotion Content. The Client takes full responsibility for all content suggested or supplied to Statusseo for inclusion on web document(s), advertisement(s) or any form of promotion. The Client shall be held legally liable for the supplied content. The Client agrees to abide by all local, state, national, and international laws regarding trademarks, patents and copyrights contained in such content.
2.4.1 To achieve desired results, Statusseo may suggest modified content for the web site. The Client shall use its best judgment to authorise the change of content as per Statusseo's recommendations and the Client explicitly agrees to take all responsibility for the new content.
2.5 Added Content. The Client agrees that once Statusseo starts working on the Web Promotion Service for the web site, any additional content or programming elements that are added to the site shall be outside the scope of the service in its current form and shall be addressed through the change request process.
2.6 FTP Access. In order to successfully execute the web promotion service, Statusseo shall need full FTP access (read/write permissions) to the web site server during the service period. This shall allow Statusseo to make any necessary changes to the site in the event of a search engine algorithm shift. The Client realises that in the absence of such access, Statusseo may not be able to perform its services and the Client shall not hold Statusseo liable for any deficiency in service. The Client shall also hold Statusseo harmless from any accidental or other damages to the web site during Statusseo performance of its web promotion services.
2.7 Statusseo may suggest a change in the overall layout and information on some specified pages of the web site and how the chosen keywords need to appear in the text on the web pages. The Client agrees to carry out such changes to the web site to enable Statusseo to achieve its projected level of web site optimisation or promotion.
2.8 Archive. Statusseo shall not be responsible for archiving documents, graphic work, physical goods or web pages created for the web site promotion service or documents, graphic work, physical goods or files which are mailed, emailed or faxed to Statusseo by the Client. Statusseo shall not be responsible for returning any files, documents or physical goods emailed, faxed or mailed to Statusseo.
3.0 Refunds and Guarantees.
3.1 Statusseo provides no guarantees to the Client that Statusseo would be able to provide top search engine rankings or generate leads or visits or traffic to the web site in question. Search engine rankings or leads or visits or traffic depend on the demand for products and/or services promoted by the web site in question, its design, layout, positioning, timing, and many other factors that are beyond the control of Statusseo.
Statusseoshall make its best efforts to deliver prevalent industry service for each of the service options selected by the Client. Statusseo efforts shall not lack in professionalism, tools & technology used, approach or timeliness.
3.2 All payments are non-refundable upon final completion of the said service. Completed services shall not net a refund in any manner. This includes, without limitation, search engine optimisations, press releases, link building, consultations and monthly maintenance services. There is no refund on work performed once completed. The only exception shall be when such an option is enumerated in the Statusseo document sent across to the Client in response to their request for quotation for such a service.
3.3 In no event shall Statusseo be liable for any damages, for any cause, arising from services provided, including any lost profit, lost savings, or other incidental or consequential damages, even if another party has advised Statusseo of the possibility of such damages, or of any such claim.
3.4 Any explicit or implicit guarantees of services shall be voided if any of the following happen:
a) The web site is not reachable for one day or more.
b) The Client or its end-customer or any third party with or without their knowledge, clones or relocates the web site after the web promotion service has been started by Statusseo.
c) The Client or its end-customer or any third party with or without their knowledge makes any changes to the web site after the web promotion service has been started by Statusseo and such changes are carried out without the explicit acceptance of Statusseo.
In any of the above mentioned situations, the project shall be treated as been voluntarily terminated by the Client and all project payments shall be due to Statusseo on the project.
Statusseo shall carry out any repair or damage control required to regain the lost ranking to the web site as a new project and shall not be linked to the current project. Such search engine optimisation fees to repair altered pages shall be billed and be due immediately.
3.5 Statusseo can not guarantee any results if the web site:
a) contains frames and/or layers
b) has been created in Flash or largely uses Flash components to display information and interact with the users
c) contains adult content
d) is hosted on any blacklisted and/or restricted IP address.
3.6 301 Redirects. The Client may need to use multiple domains for commonly misspelled versions of its domain name, or for other good domain names that the Client does not want its competitors to use. The only way to point multiple domains to the same web site in a search engine friendly manner is through a 301 redirect. If the Client has purchased multiple domains and simply redirects them to the same IP address without using a 301 redirect, this is usually considered by the search engines to be Spam. As per the current search engine trends, doing this shall risk a duplicate content penalty in the major search engines. From a search engine perspective, 301 redirects are the only acceptable way to redirect URLs. If Statusseo finds that the Franchisee is not using a 301 redirect to accomplish this task, any performance or result guarantees shall be voided.
4.0 Restrictions.
4.1 If the Client chooses to use the Keyword Research & Analysis service, whether independently or as a part of any other package under the general category of Web Promotion Services, Statusseo shall allow for only two 2 iterations for Keyword Research. If the Client wishes to carry out this task for more iteration, Statusseo shall treat such iterations as “accepted change requests” and bill the Client separately for such iterations.
4.1.1 Statusseo shall perform industry research in order to provide keyword phrase choices to the Client, and final phrases shall be chosen by the Client. Statusseos shall not be held liable for any trademark violations or brand infringement based on the Clients choice of keyword phrases.
4.2 For some services, Statusseo interacts with third parties and uses their services to achieve the requested Web Promotion tasks. Statusseo is not affiliated with these submission services in any way. Many of these services require a payment of fees to such third parties.
Statusseo advises that the Client make payments directly to these service providers and provide the information of making such payments to Statusseo to carry on its task of web promotion using such components and services.
Any quotation that Statusseo provides to the Client against any request for quotation does not include such payments. On a case-to-case basis, Statusseo can make these payments to such third parties on advance receipt of such funds from the Client.
4.3 The Client agrees to inform Statusseo if it makes any changes (content or functionality) to the web site pages. Such changes may impact the results achieved so far on the web promotion campaigns and may require Statusseo to assess the impact such changes have on the overall scope of its work. Failure to inform Statusseo of such changes on the pages for which Statusseo has been commissioned to carry out its web promotion services within two days of their occurrence shall result in voluntary termination of the services by the Client and all remaining fees for the project shall be due immediately to Statusseo.
4.3.1 If the Client plans to make any significant design changes to the web site within six months of Statusseo starting the web promotion service and if Statusseo's service duration extends for such duration, the Client shall notify Statusseo before such change commences. At such time, Statusseo shall assess the impact such change shall have on its scope of work and inform the Client of any financial, time, and scope changes. Statusseo shall undertake any changed activities only after receiving a written acceptance of such impact from the Client.
5.0 Abandoned Projects.
During any stage of the web promotion process, multiple Statusseo resources shall be performing different tasks for the web site. This process shall require active participation from the client to provide information, validate approaches, approve timelines, content, design, or provide any other input and/or decisions that Statusseo may need to continue working on the project. Prompt response shall be necessary for the project to move forward in a timely manner. If a response is not received from the client within the mutually agreed timeframe as mentioned in the proposal document and/or project plan, the project shall be considered “abandoned” and all pending payment from the Client shall be immediately due in full.
6.0 MISCELLANEOUS.
6.1 Public Announcements. The Client grants Statusseo the right to use the web site name and URL in press releases, product brochures and financial reports indicating that the Client and/or the web site has been a customer of Statusseo.
6.2 Third Party Beneficiaries. The Client acknowledges that Third Party Licensors may provide some portions of the Web Promotion Services. Such Third Party Licensors are third party beneficiaries to this Agreement, and there are no other third party beneficiaries to this Agreement.
6.3 Entire Agreement. These Service Terms, along with the Proposal Document comprise the entire agreement of the parties with respect to the subject.