Red Meets Blue Design Terms for SEO Packages

1. Definitions In these terms:

1.1 - “RMBD” means Red Meets Blue Pty Ltd trading as Red Meets Blue Design.
1.2 - “Excess Work” means all work required by you not included in the Submission, outside the scope of works or work completed (as approved by you in writing) which must be further amended.
1.3 - "Package” means the level of service which you have chosen and directed RMBD to perform for you in relation to your website as specified in the scope of work
1.4 - “Submission" means the cover letter, overview, project timeframe, package, quotation and acceptance form accompanying these terms of business.
1.5 - "SEO" or Search Engine Optimisation means the totality of all the work outlined, required by RMBD to increase the likelihood of your website appearing in the best possible position using the internet search engine “Google”.
1.6 - "Materials" means all items or things created, provided or obtained by RMBD to complete the SEO, including all items in the Package, artwork, photographs, scripts, software, computer disks, digital files, programming or otherwise.
1.7 - “Guaranteed Result” means that RMBD will achieve the goals outlined in the scope of works provided to you.

2. Agreement

2.1 - Upon you appointing RMBD to do the SEO work, an agreement will come into existence comprising these terms, as varied with RMBD’s written approval.
2.2 - Subject to the specific details of RMBD’s relevant Submission, these terms cover all ongoing and future work undertaken by RMBD for you unless varied with RMBD’s written consent.
2.3 - Once you have instructed RMBD to proceed with the Package, RMBD reserves the right to hold an assessment of your website to determine whether or not it’s Package is suitable to you and can achieve the Guaranteed Result. If RMBD can not achieve the Guaranteed Result, it will not proceed.

3. Instructions

3.1 - You will use your best endeavours to ensure that all instructions are in writing.  RMBD will not be liable for any errors or omissions resulting from oral instructions or from a failure on your part to sign off on any work.
3.2 - You agree that once RMBD has provided an assessment pursuant to clause 2.3, you will not change your website. If your website is changed in any way by any party other than RMBD, and without RMBD’s written approval, it will affect the results of the SEO and RMBD shall not be liable for any loss as a result of this.

4. Deposit, Fees and Expenses

4.1 - Before the commencement of work, you agree to pay a deposit of 50% of the quotation provided in the Submission.
4.2 - Unless agreed in writing by RMBD, all remaining fees and expenses are payable immediately once the Guaranteed Result has been achieved. For the purposes of this clause 4.2, the Guaranteed Result shall be achieved once a screen shot of Google, which shows that your website appearing on the first page of Google results, is given to you.
4.3 - If you request Excess Work, RMBD reserves the right to charge you additional fees.
4.4 - Any additions to the Package will be carried out at the discretion of RMBD and where no charge is made by RMBD for such additions, RMBD accept no responsibility to ensure such  additions are error free and reserve the right to charge any corrections to these or further additions.
4.5 - Unless otherwise stated, goods and services tax (“GST”) will be charged in addition to the quoted fees and on all expenses where it applies.
4.6 - If any payments under this clause remain unpaid for more than 14 days, RMBD in its absolute discretion reserves the right to charge interest at the rate of 10% per annum, calculated daily, until payment is made.

5. Timelines And Cancellation

5.1 - While every effort will be made by RMBD to meet agreed timelines, RMBD will not be responsible for delays caused by unforeseeable events, changes to your instructions or circumstances beyond RMBD's control.  To avoid doubt, time shall not be of the essence for any work performed by RMBD.
5.2 - If you cancel the project for any reason (which cancellation must be in writing), you must pay all fees and expenses incurred by RMBD to the date of such cancellation, plus 50% of RMBD’s profit cost for the project.

6. Copyright and Intellectual Property

6.1 - The ownership of copyright in all Materials produced by RMBD which are not ultimately used in the project remains with RMBD.
6.2 - RMBD will maintain the confidentiality of any information supplied by you, but only if you advise in writing that such information is confidential.
6.3 - No copyright or any other intellectual property rights in the Materials will be licensed to you until RMBD has been paid in full all fees and expenses due.
6.4 - Once all RMBD’s fees and expenses have been paid, RMBD will licence to you copyright in the Material, limited to the purpose and media described in the Submission.  RMBD’s fees are based upon this limited licence of copyright.
6.5 - In all other respects RMBD retains copyright and all other intellectual property and moral rights in the Materials.

7. Guaranteed Results

You agree:
(a) to allow and assist RMBD to complete the RMBD SEO Process and the results are contingent on RMBD completing this process.
(b) to allow RMBD one eighty (180) days from the day of the completed assessment and payment pursuant to clauses 2.3  & 4.1 to achieve the Guaranteed Result.

8. Warranties

8.1 - RMBD warrants to achieve the Guaranteed Result subject to these terms and conditions, and if the Guaranteed Result is not achieved,  to refund all payments made by you (except for transactional fees).
8.2 - RMBD makes no warranty regarding the suitability or otherwise of any of the Material or SEO for your purposes and it is your responsibility to ensure that the Materials & SEO comply with the requirements of any legislation regarding marketing, labelling, packaging or otherwise including the function of your website or related databases or software.

9. Exclusion of Liability

9.1 - RMBD will not be liable to you for any indirect or consequential loss or loss of profit or loss of business arising out of delay of completing the work, errors or defects in the work or any data errors by RMBD.
9.2 - Neither party shall be liable to the other for any indirect or consequential loss (including but not limited to goodwill, loss of business, loss of anticipated profits or savings and/or other pure economic loss) arising out of or in connection with this Agreement.
9.3 - RMBD's total liability and contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the agreement shall be limited to the aggrevated amount of fees received.

10. Monitoring

If requested, RMBD will monitor the Guaranteed Result so that it maintains its rank for a period of six months. If during the six month monitoring period you lose the Guaranteed Result, RMBD will spend up to a further ten hours of work to maintain . If RMBD requires more than ten hours work to maintain the Guaranteed Result, further work will cease unless you agree to RMBD’s charges.

11. Indemnity & exclusion of liability

11.1 - You agree to the use of our services at your own risk.
11.2 - You will indemnify RMBD against all claims arising from RMBD’s use of any information or documents supplied by you or for any act or thing done by RMBD on your instructions or with your approval.
11.3 - Whilst every endeavour will be made to ensure that your website and any scripts or programs are free of error, RMBD cannot accept responsibility for any loss incurred due to malfunction of your website on their part.
11.4 - RMBD will not be liable for any costs incurred, loss of earnings due to the unavailability of your website, service, software or anything else because of your use of RMBD’s service.

12. Governing Law

You and RMBD agree that this agreement is governed by, and will be interpreted in accordance with, the laws of the State of Western Australia.