TERMS & CONDITIONS
TERMS & CONDITIONS
The Agreement, as varied from time to time in writing, applies to all sales of goods and the provision of all services by the Supplier to the Client according to the Agreement.
- “Agreement” means the terms and conditions herein and the proposal.
- “Client” means the person and/or business described within the proposal.
- “Supplier” means Webenzi.com
- “Authorization” means the acceptance of the Proposal, making a payment, or signing this Agreement.
- “Fees” means the amount contained in the proposal.
- “Website” means the Client’s website is designed, built, and/or hosted according to this Agreement.
- “Intellectual Property” means the intellectual property attaching to the Services, including copyright, patents, trademarks, design rights, domain names whether registrable or not and whether registered or not.
- “Confidential Information” means all the information provided by one party to the other in connection with this Agreement where such information is identified as confidential or ought reasonably to be considered to be confidential based on its context, nature, or the manner of its disclosure, but excluding:
- Information that is in the public domain other than by a breach of this Agreement and
- Information is developed independently by a third party. Without limiting the foregoing, Confidential Information includes the terms of this Agreement and the contents of the Proposal
The Client engages the Supplier to provide the Services as defined in the Proposal. To accept the Supplier’s offer to provide the Services, the Client must execute this agreement or pay either the agreed deposit or agree to a payment schedule (any of these acts, individually or combined, is considered “Acceptance”). If Acceptance does not occur within 28 days from the date the Agreement is provided to the Client, then the Supplier’s offer to provide the Services will expire without further notice to the Client.
The Supplier will provide the chosen services to the specifications in the Proposal (herein referred to as “the Services”). The supplier will initiate the service right within 24-48 hours of the first payment receipt, and the client will be notified about the same via email.
You acknowledge and accept that all execution tasks can be conducted by the supplier in any part of the world
The Client agrees to pay the Supplier the Fees for the Services as contained in the Proposal. At the Client’s cost, the Supplier may engage the services of a debt recovery agency or law firm to assist it with the recovery of the Fees if payment is more than seven days late.
- You agree to pay for the services we provide for
- If you transfer a domain name registered to you to another registrant or to be managed by another registrar, all charges owing to us shall become immediately due and payable on the date of that transfer.
- In all paid campaigns, the minimum monthly campaign maintenance fees will be charged until the media spend (predefined budget paid to Google, FB, etc.) is exhausted in full.
- The supplier will automatically debit your supplied credit card weekly or monthly fees for the services & management fees you are engaged in unless you & we have agreed to charge the fees using a different basis, method, or timeframe.
All notices must be in writing and can be given by:
- Hand delivery
- Registered post
A notice is deemed to be given and received:
- If delivered under clause 1, on the next Business Day after delivery.
- If sent under clause 2, in 5 Business Days after the day of posting.
- If delivered under clause 3, on the next Business Day after sending it.
The minimum paid notice period for the “termination of contract” as defined in this agreement, which is a 45days notice period, cannot be modified or adjusted with any FREE service period at any given point of time. The client agrees to respect the notice period clause at all times & is expected to pay for it without any arguments of guarantees or otherwise.
5. Breach & Termination
The Client will be in breach of this Agreement upon:
- Failing to pay the Fees following the Proposal or agreed on a payment schedule.
- Contravening any obligations according to the terms of this Agreement.
- Failing to respond to the Supplier’s communication on time.
- Failing to act professionally
- disparaging the Supplier on social media, forums, reviews, or websites.
- Failing to supply adequate access to any of the following: client’s website, Google AdWords account, Google Analytics, Facebook Ad Management, cPanel, FTP, or CMS logins within 14 days of signing the Agreement.
The Supplier may terminate this Agreement if the Client has failed to remedy any breach within 14 days of notice. If the Client cancels any Direct Debit Authority, this does not affect the Client’s liability to pay the Fees in full under the Agreement
A party must not, without the other party’s prior written consent, use or disclose the other party’s Confidential Information unless expressly permitted by this Agreement or required to do so by law or regulatory authority.
A party may:
- Use the Confidential Information of the other party solely to comply with its obligations and exercise its rights under this Agreement.
- Disclose the Confidential Information to its employees or advisers to the extent necessary for them to know the information for the purposes related to this Agreement but only if reasonable steps are taken to ensure that the information’s confidentiality is retained.
The Client now unconditionally and irrevocably agrees to indemnify and keep indemnified the Supplier, its officers, employees, and agents against any, including Third Party, actions, claims, demands, losses, liabilities or costs (including legal fees) that arise or result from, or are in any way connected with the Services, including but not limited to the sale of any product or service via the Client’s Website
8.Limitation of Liability
The Supplier excludes all liability regarding loss of data, interruption of business, or any consequential or incidental damages or loss. To the full extent permitted by law, the Supplier excludes all representations, warranties, or terms (whether express or implied) other than those expressly set out in this Agreement or the Proposal. Suppose failure to supply is caused by matters beyond the Supplier’s reasonable control, including (without limitation) acts of God, acts of any government, war or other hostility, national or international disaster, the elements, fire, explosion, power failure, equipment failure, strikes, lockouts, limitations from third-party tools, inability to obtain necessary supplies and any other force majeure occurrence. This Agreement is to be read subject to any legislation prohibiting or restricting the exclusion, restriction, or modification of any implied warranties, conditions, or obligations.
Each party warrants that:
- The execution and delivery of this Agreement have been appropriately authorized.
- It has full corporate power to execute, deliver, and perform its obligations under this Agreement.
- This Agreement constitutes a legal, valid, and binding obligation of it enforceable per its terms by appropriate legal remedy.
- Other than concerning material included in the Services by the Client or any third party from time to time, any use of the Services by the Client following this Agreement will not infringe any party’s rights and will not breach any applicable law. Besides, the Client warrants that any material that the Client causes to be published, displayed, or contained with the provided Services will not have any illegal or unethical material. The Client owns the copyright for all text, images, and materials used. If you are not the customer, you warrant that you have the power and authority to enter into this Contract on behalf of the customer and will indemnify us for any breach of the Contract by the customer.
10.Web Design, Landing Pages, and Sales Funnels
Upon request by the Client, the Supplier agrees to design and develop a website, landing page, or sales funnel under the Proposal. Before the Supplier commences work, the Client must pay the Supplier 60% of the Fees outlined in the Proposal and the balance before the website, landing page, or sales funnel moving into development. During the design phase, the Client is entitled to 1 revision of the landing page or two website revisions. This is included in the fee outlined in the Proposal. After the Client’s website or landing page’s approval, any requested adjustments, modifications, amendments, or improvements in usability, functionality, or design are considered outside of the original Proposal. Additional Fees will apply. The Client agrees to adhere to approval timelines set out by the Supplier. The Supplier will interpret the Client’s failure to respond timely to approval deadlines as implicit approval of collateral.
- Establish and Build plans are subscription services to design, build, host, and manage your business website.
- Grow plans are a monthly payment plan service to design, build, host, and manage your business website. Done For You Grow plans are also available at a one-off cost stipulated on the website at the purchase time.
- Establish and Build are provided using template designs. The templates are customizable to a degree but contain inherent limitations. We do not offer any guarantee that the templates can be customized to meet all your requirements.
- Grow plans are provided using modular designs. The modular designs are customizable to a degree but contain inherent limitations. We do not offer any guarantee that the templates can be customized to meet all your requirements.
- We may use third-party contractors to perform the services. If we do, we will pass those contractors your contact details and any information or materials that you supply to us, such as the description of your requirements and content to be included in the website.
11.2 Term of the service – your commitment
- There is a minimum term (Initial Term) to the Services except for the “no fixed term” Establish plan. The Initial Term will commence when you accept our proposal. If you select the monthly payment option, you will be required to pay an upfront set-up fee and a monthly fee for each month of the Initial Term. If you select the up-front payment option, you will be required to pay all fees at the Initial Term’s commencement. The prices that are payable to us for the Initial Term are the Total Contract Value.
- There is no minimum term to the “no fixed term” Establish plan. You will be required to pay an upfront set-up fee and monthly subscription fee in advance for each month (or part month) that you receive the Establish services.
- If you have selected the monthly payment option, your service will roll into a month to month service after the Initial Term. If you have chosen the upfront payment option, your service will roll into a further term of the same length as the Initial Term.
11.3 What features are there?
- We will build your website using category-specific, pre-produced images from our libraries. We will also supply written content based on the requirements of your brief. If you prefer, you may provide us with your content. If you do so, you are solely responsible for ensuring that the content you supply complies with all applicable laws and does not infringe the rights of any third party. We reserve the right to refuse to use any content that breaches our Acceptable Use Policy.
- Any software or plugins made available to you by us for use with the service (Add-ons) must be associated with your Done For You Website and are not transferable to any other accounts you have with us or any other websites. Not all Add-ons may be compatible with your website, which is why you need to confirm your requirements before the build commences. These Add-ons require an action plan to the Services to remain active. We offer several Add-ons as standard for all Services which are subject to change and may be removed or added at our discretion and without
- Notice to you. Many of the Add-ons are plugins that are supplied by third parties, and we can only provide limited support for them. Add-ons will automatically renew on a monthly basis (unless specified otherwise) until you cancel them or the Service is terminated.
- If your service includes compatibility for a third-party plugin:
- Use the Confidential Information of the other party solely to comply with its obligations and exercise its rights under this Agreement.
- Disclose the Confidential Information to its employees or advisers to the extent necessary for them to know the information for the purposes related to this Agreement but only if reasonable steps are taken to ensure that the information’s confidentiality is retained.
- Your Establish and Build website is backed up each time it is republished, but these are limited to 10 available backups within the last 12 months. Done For You Grow is backed up daily for a rolling period of 14 days. If you need to restore your website from a backup, we will use best efforts to do so but cannot be liable if the backup is incomplete or corrupt.
- While this service does not include security services, we will use best endeavors to secure your website. However, you accept that it is not possible to prevent all malicious activity. We do not warrant that the Services will be uninterrupted, timely, secure, or error-free, or that they will be free from hackers, viruses, denial of service attack, or other persons having unauthorized access to our services or those of our suppliers.
- While this service does not include security services, we will use best endeavors to secure your website. However, you accept that it is not possible to prevent all malicious activity. We do not warrant that the Services will be uninterrupted, timely, secure, or error-free or that they will be free from hackers, viruses, denial of service attack, or other persons having unauthorized access to our services or those of our suppliers.
- If you wish to upgrade your website, Establish service to the Build plan this is possible through your cPanel hosting. If you wish to upgrade your Done For You Build service to the Grow plan, this would require a new website build due to platform constraints. While we will use all reasonable efforts, it may not be possible to reuse any part of your old website.
11.4 Delivery of the Service
- There are several steps to the delivery of the Services. Completing the design and building on time depends on your responsiveness to our requests for feedback and approvals. Unless stated otherwise, we will expect you to respond to our requests within five business days. We are not responsible for any delays in provisioning the Service because you fail to respond as requested or required.
11.5 Change in Scope
- If you request a material change in scope after the Brief has been finalized, we may treat this request as a cancellation of the service at our discretion (reasonably applied), and the cancellation terms will apply. The new scope will then be treated as a new order.
The steps are as follows:
Delivery steps Details
Welcome call We will make an appointment to speak to you by phone to obtain your detailed requirements and instructions. All customer requirements, including selecting a template, must be finalized at the Welcome Call, or within five business days afterward; otherwise, a selection will be made on your behalf.
Brief We will email you with the agreed list of requirements obtained from the welcome call. If you do not respond to the Brief within five business days by email, we will assume you do not require any further changes and proceed to the first draft.
Draft and review process After acceptance of the Brief, we will use best efforts to supply a first draft:
For the Core plan within 25 business days
For Core Plan + Advanced Addon within 27 business days
For Core Plan + eCommerce Addon within 30 business days.
Two revisions are included in all plans. You will be required to review the website draft and provide feedback within four business days of receiving each draft. If you fail to respond within that timeframe, the review process will be regarded as complete, and you will be deemed to have accepted the completed website.
We may cancel the services if you have failed to respond to our requests for feedback for longer than three months, and the cancellation terms will apply.
Go Live You need to provide approval for the website Go-live. The website does not go live until email approval is provided.
The ongoing monthly fees will continue to be charged after completing the review process, even if the website does not go live.
Support post-go-live Any support or revision required post web build will be provided in accordance with the details of your plan. We will respond to your requests within five business days, provided you give us adequate information for the update.
11.6 Intellectual Property Rights
- Upon payment of fees in full, and once we have finished and delivered the design, we will grant you a royalty-free license to use, display, and publish the Done For You website for the Services’ duration. The website’s publication completes our obligations to you under these Service Terms for the design and build elements. The ongoing services will be for hosting, email, and the ongoing management of that website (subject to your payment of ongoing monthly fees for the Service).
- You grant a royalty-free, worldwide license to use, reproduce, modify, edit, or otherwise all content you supply. To cache, we hosted the entirety of your Website (including your Content). You are responsible for obtaining any consent required of any third parties connected with the grant of this license to us. You also agree that any such caching is not an infringement of your intellectual property rights or any third party’s intellectual property rights.
11.7 Obtaining ownership of the website (Done For You Establish and Build)
- Establish and Build websites cannot be ported away or hosted independently from our services as they are built on a proprietary platform. Obtaining ownership and getting administrative access to the website.
- Under certain circumstances, we will provide full administrative access and transfer all rights in the Done For You Grow developed website. To the extent that the website includes our background intellectual property (such as our templates and content), we will grant you a perpetual royalty-free license to use, display and publish the Done For You Grow website. If you attempt to obtain a copy of the website without our consent, it will be treated as a breach of your contract, and all rights that you may have been given to use and publish the website content will be revoked. The transfer of ownership can take place as follows:
- During the Initial Term, upon payment of the balance of the Total Contract Value.
- After the Initial Term but before the end of the second 12-month term, upon payment of the balance of the fees for the rest of the term. It is your responsibility to obtain a copy of the website if you wish to use it independently of our service. Once you have been provided with full administrative access, we cannot be responsible for changes not made by us. Additional charges at our then-current T&M rates may apply if you require us to update or fix the website.
- We do not warrant that you can obtain a trademark, copyright, or other protection in the Website and cannot provide any advice or guidance in respect of any potential intellectual property rights issues which may arise from your use of the Services (including without limitation, the use of Content in the Website).
- You can terminate the “no fixed term” Establish service on 30 days’ notice. If you wish to terminate any other service before the end of the Initial Term, the following provisions will apply Date of cancellation or termination Fee.
- Before you receive the first draft, 50% of the Total Contract Value
- After you receive the first draft, 80% of the Total Contract Value
- After completion of the review process Total Contract Value
- If you have selected the monthly payment option, you will be required to pay us the Early Termination Fee less any fees you’ve already paid us. If you have chosen the upfront payment option, we will reimburse you the balance of your fees, if any, after deduction of the Early Termination Fee.
- Once the service is canceled, all licenses on the website will be terminated, and the website will be deleted without any liability to us whatsoever. We will not keep a copy of the website. Deletion of the website means deletion of all data, including but not limited to website files, images, videos, email, databases, and all other intellectual property.
- Google AdWords [ Pay Per Click (PPC) Search Engine Advertising]
Upon request by the Client, the Supplier agrees to provide the Client with a management service of a Google AdWords account in accordance with the Proposal. To provide this service, the Client authorizes the Supplier to create a Google AdWords account on his/ her/its behalf, including but not limited to Google Analytics. The Supplier will build the Google AdWords account in the Supplier’s own ‘My Clients Centre’ (herein referred to as “MCC”) and own all data associated with it. The Client acknowledges that Google AdWords is subject to Google’s Terms and Conditions. The Supplier is not liable if Google rejects the Client’s Google AdWords account or campaigns. The Client acknowledges that the Supplier makes no warranty or cannot guarantee that Google AdWords will increase sales or business activity. He/she/it will not hold the Supplier liable for any loss or damage arising from the Google AdWords management.
The minimum Google AdWords management term is three months. It will continue after that on a month-to-month basis until the Agreement is terminated by the Client providing 45 days of written notice. In the event the Client terminates the Google AdWords service or this Agreement within the minimum 3-month term, the remaining term becomes due and payable immediately by the Client. During the Google AdWords management term, the Client will not have direct access to the AdWords portal or MCC.
- The Service includes creating, customizing, and ongoing support of Google Ads and Microsoft Advertising (collectively Ad Platform) advertising campaigns (Campaign).
- Before the commencement of the Campaign, we will agree with you the fee that we will charge for managing your Campaign (Management Fee), the minimum term for the Campaign, target Advertising Keywords (Ad Keywords), and a monthly budget to be spent with the Ad Platform (Budget).
- You will pay us the monthly Management Fee.
- We will implement the Campaign with the Ad Platform and appoint us as your agent to create, manage, and operate an account with them. If the monthly amount spent with the Ad Platform is less than 80% of the agreed Budget, the unused amount will be transferred to the Budget for the next month. At the end of the Campaign, any unused Budget will expire.
- Completion of the Campaign build and launch time depends upon your responsiveness to our requests. You must provide us with website information, visitor statistics, suggested Ad Keywords for key phrase testing, and any copy suggestions for ad creation when requested. We are not responsible for any delays in provisioning the Campaign, which may occur due to your failure to respond as requested or required.
- We will need to limit access to the Ad Platform account for the duration of your campaign is managed to ensure we can control and optimize your campaign outcomes fully. This means that you will not be provided account access unless this is ‘read-only’ access.
- Please note that if you wish to suspend (temporarily pause) the Supplier management of your AdWords accounts, then your Google advertising must also be suspended/temporarily pause (which we will arrange).
- You acknowledge that we have no control over Google’s advertising policies concerning the sites and content it accepts now or in the future. Your Campaign may be rejected or excluded at any time at the sole discretion of Google in line with their Google Ads Policy http://support.google.com/adwordspolicy.
- You acknowledge that we have no control over Microsoft’s advertising policies for the sites and/or content it accepts now or in the future. Your Campaign may be rejected or excluded at any time at Microsoft’s sole discretion in line with their Microsoft Advertising Policy https://about.ads.microsoft.com/en-au/resources/policies.
- You will pay us the monthly Management Fee.
- We will use best endeavors to ensure that your advertisement will appear on the Ad Platform searches. However, we make no warranty that the Service will generate any increase in sales, business activity, profits, or any other form of improvement to your business.
- The supplier reserves the right not to set up your ConvertoPages account.
- The supplier reserves the right to stop managing your ConvertoPages account and terminate this Agreement at any time by written (or email) notice to you.
- If you wish to suspend or cancel supplier management of your ConvertoPages accounts at any time, then please let us know by phone or email.
- Upon termination or expiration of this Agreement, all Convertopages will be taken down and not accessible as they remain the supplier’s property and may delete any Customer archived data within 30 days after the date of termination.
- Client Acknowledge that client would do all the traffic sources, including Google PPC and Facebook Ads campaign Pixel setup. If a client wants to take care of the supplier, if any delay or error during the campaign, the supplier would not be responsible.
- The supplier reserves the right to ask the client to fix that issue with their developer by providing guidelines.
12.3 Intellectual Property
- You are solely responsible for ensuring that you have all appropriate rights and licenses to the content you supply and utilized in the Campaign. We reserve the right, in our sole discretion, to refuse to use any content we believe is objectionable or which we believe may infringe upon the intellectual property rights of others, or would be in breach of our Acceptable Use Policy; however, we do not warrant that we will be able to screen all content to ensure that it is non-infringing.
- You agree to indemnify us against any claims arising out of or relating to your content, Ad Keywords, and your use of the Campaign.
12.4 Cancellation and Termination
- You may place Campaigns on hold at any time after any minimum term (if applicable) by providing one (1) months prior written notice (On Hold). On Hold, requests will automatically suspend all access to the Campaign. Campaigns may remain On Hold for a maximum period of one (1) month, after which they may be canceled without notification. Restarting any Campaign which is On Hold is solely your responsibility.
- You may terminate the Service at any time after the minimum term by providing one month’s prior written notice. Cancellation will automatically terminate all access to the Campaign.
- Once we have created the Campaign, we will automatically publish to Google and other applicable advertising channels. You acknowledge and accept this may occur without your approval being requested, and you authorize us to publish in this manner. Once published, you will have the opportunity to review the Campaign and provide us with any revision requests.
- If you have objections to the Campaign, you must immediately notify us via email and specify the reasons for your complaints. We will investigate those reasons and consider such objections to be reasonable, genuine issues raised in good faith, and attempt to resolve. Note: Supplier will accept all media spend (Google ad spend) in paid campaigns only via bank transfers & the same is wholly or partly non-refundable under any conditions.
- Search Engine Optimization (SEO)
Upon request by the Client, the Supplier agrees to optimize the Client’s Website in accordance with the Proposal. As outlined in the Proposal, the Supplier guarantees to rank at least 10% of proposed key phrases on page 1 of Google (pages from Australia) within 90 days, 30% in 180 days, and 60% in 365 days (from initial onsite implementation) (herein referred to as “the SEO Guarantees”). If the Supplier does not achieve the SEO Guarantees within the time frame stipulated, the Supplier agrees to continue to provide the service for free. * Supplier retains the right to terminate the contract after one month of free work.
SEO Guarantees do not apply under month-on-month contract and also not apply in the case where SEO services are being applied to a brand-new domain without an existing domain redirecting to the brand-new domain. Notwithstanding the SEO Guarantees, the Client acknowledges that the Supplier makes no warranty or guarantee that SEO will generate any increase in sales or business activity. He/ she/it will not hold the Supplier liable for any loss or damage arising from SEO. Further, the Client acknowledges that SEO is governed by many factors outside the direct control of the Supplier and may affect the ranking of the website / overall performance of SEO. For example:
- If the Client’s website has low or duplicate content.
- If the Client’s website is on an SEO unfriendly content management system (CMS).
- If the Supplier cannot get access to the Client’s hosting and or CMS.
- If the Client’s website is suffering from a penalty, either automatic or manual from Google.
- If the Client’s website has an unnatural link profile.
- If the Client’s website is hosted on a slow or blacklisted server.
Besides, the Client acknowledges that Google continually updates its search algorithm, which may have a negative impact on the Client’s website rankings at any time. In such circumstances, the Supplier will endeavor to rectify any negative impact as quickly as possible but makes no guarantee rankings will improve. On rare occasions, the Company may have to move the Client’s website to a new domain to remove a penalty, and the Client must accept this recommendation. The minimum SEO term is 12 months and will continue after that on a month-to-month basis until the Agreement is terminated by the Client providing 45 days of written notice. In the event the Client terminates the SEO service or this Agreement within the minimum 12-month term, the remaining time becomes due and payable immediately by the Client.
13.1 You acknowledge and agree that:
- You and Supplier shall agree on the key phrase or key phrases (depending on the Services that you have elected to obtain from us) in respect of which we will provide the Services (as the context requires, depending on the Services that you have selected to receive from us (Agreed Key phrase/s).
- You agreed to provide us with any information, material, excerpts of, or links from or to any content (Your Web Site Information) on Your Web Site reasonably requested by us, to assist us with providing the Services to you. You acknowledge and agree that failure to comply with this clause 6.2 will amount to a material breach of contract and enable us to terminate the Services with all remaining applicable fees immediately due.
- You agree that we may, from time to time during the Service, propose changes to any website owned or operated by you in respect of which the Services are being provided (Your Web Site), including, without limitation, to suggest adjustments to Your Web Site if search engine algorithms change, and which we consider might assist you in improving the ranking of Your Web Site (Optimization Change(s)).
- If you agree to provide us with FTP (file transfer protocol) access (FTP Access) to Your Web Site, we agree not to make any Optimization Changes to Your Web Site, without your prior written consent to such Optimization Changes.
- If you do not agree to provide us with FTP Access, we agree that we will provide any Optimization Changes to you in writing.
- We agree to provide you with monthly written ranking reports concerning the Agreed Key phrase/s (Benchmark Report).
- You are legally entitled to market and promote the products and services which are featured on Your Web Site and that you hold all approvals, licenses, and authorizations required to market and promote those products and services; and the content appearing on Your Web Site and Your Web Site Materials are complete, accurate and correct and not misleading or deceptive.
Upon request by the Client, the Supplier agrees to promote the Client’s business on Facebook following the Proposal. The Client acknowledges that any Facebook advertisement is subject to Facebook’s terms and conditions, and Facebook reserves the right to refuse an ad at any time, for any reason. If such circumstances arise, this does not affect the Client’s liability to pay the Supplier’s Fees.
The Client acknowledges that the Supplier makes no warranty or guarantee that Facebook advertising will generate any increase in sales or business activity. He/she/it will not hold the Supplier liable for any loss or damage arising from Facebook advertisement. The minimum Facebook term is three months and will continue after that on a month-to-month basis until the Agreement is terminated by the Client providing 45 days of written notice. If the Client terminates the Facebook service or this Agreement within the minimum 3-month term, the remaining term becomes due and payable immediately by the Client. The Client acknowledges he/she/it is fully responsible for payment of invoices generated by Facebook for pay-per-click fees. If a Facebook invoice is unpaid, the campaign will cease until the invoice/s is/are paid. The Supplier’s management fee will continue to be charged in such circumstances, and there will be no refunds or credits.
14.1 Facebook Advertising14.1 Facebook Advertising
- Prior to the commencement of a Facebook advertising campaign, we will agree with you the fee that we will charge for managing your Campaign (Management Fee), the minimum term for the Campaign, target Facebook Advertising (Ad Spend), and a monthly budget to be spent with Facebook (Budget)
- We will plan for and use reasonable endeavors to spend the full Budget each month. There will be no refunds given or credits transferred to subsequent months if the total amount is not spent within that month.
- We are not obliged to provide any refunds for any portion of the Budget that has not been spent if the Services are canceled for any reason.
14.2 Third-party sites
- The Service’s provision may rely on websites operated by third parties outside our control (Third Party Sites). We’re not responsible for availability, accuracy, legality, or decency of material or copyright compliance of the Third-Party Sites.
- Linking to Third Party Sites is entirely at your own risk, and we’re not liable or responsible for any advertising, products, or materials on Third Party Sites.
- We are not responsible or liable in any way for any loss or damage you incur or allege to have incurred, either directly or indirectly, as a result of your use and reliance upon a Third-Party Site.
14.3 Facebook Ads: Term & Termination
- The minimum term for Managed Social Media is three (3) months. You will be liable to pay all fees for the minimum term even if you terminate the Service before the end of the term.
- If you wish to terminate the Service at the expiration of the minimum term, you need to give 10 business days’ notice prior to the end of the minimum term.
- Upon completion of the minimum term, the Service will roll on a monthly basis. Any cancellation requests must be made no later than 10 days before the end of the next billing month.
- Note: Supplier will accept all media spend (Facebook paid budget) in paid campaigns only via bank transfers & the same is fully or partly non-refundable under any conditions.
- Client Acknowledge that all the traffic source including Google PPC and Facebook Ads campaign Pixel setup would be done by client. If client wants to take care by supplier, then if any delayed or error during campaign then supplier would not responsible for that.
- Supplier reserves the rights to ask client to fix that issue with their developer by providing guidelines.
1.Google Map Optimization
- Multiple Locations – Please get in touch with us if you have multiple locations and need a special quote.
- Many outside variables can affect maps rankings, which are not in our control.
- We may need login access to your website to optimize your website correctly.
- We must need login access to your Google My Business Page to optimize your Google listing properly.
- Some variables that can affect Google Maps Rankings:
- Strong on-page optimization
- Having pages that are relevant to the target key phrases
- Having your Google place map embedded on your website
- Although there are no guarantees for any marketing or advertising campaigns you do, we have an excellent track record with helping our clients get into Google Maps for multiple keyword phrases.
- This is not full Local SEO; this is Google Maps Optimization. Since our local maps optimization includes citation building with backlinks to your website, this can help you with your organic rankings.
- We are experts in ranking our clients in Google Maps and organic rankings. We can not guarantee Google maps rankings, and we use the same process on our website as we are providing for your website. Our approach is tried and tested to provide the best possible results. If your business has moved recently, we need to first clean up all the pieces of information about your business/listings online first. Get in touch with us if your business has recently moved to a new location, changed business names or you have adjusted your phone #.
2.Copyright and Intellectual Property Rights
The technology and content provided by the Supplier, unless specified otherwise in writing, is owned by or licensed to the Supplier. Content includes but is not limited to text, graphics, logos, icons, images, sound clips, video clips, data compilations, page layout, underlying code, and software.
For all content, imagery, or photography provided to the Supplier in the provision of the Services, the Client hereby warrants
- They own the intellectual property rights in that content
- That content does not infringe the intellectual property rights of a third party.
- That content is not fraudulent, stolen, or otherwise unlawful.
- That content does not violate any applicable law, statute, ordinance or regulation (including but not limited to, those governing export control, consumer protection, unfair competition, or criminal law).
- That content is not defamatory, unlawfully threatening, or unlawfully harassing
- That content does not contain viruses or other computer codes, files, or programs that are designed to limit or destroy the functionality of other computer software or hardware.
At its sole discretion, the Supplier reserves the right to refuse any content it considers to be in contravention with any of the above statements.
The Supplier and its licensors retain all proprietary rights to that content and technology and other intellectual property rights in any work created, commissioned, or otherwise acquired by the Supplier during the Services’ implementation until full payment has been received.
Upon full payment, the Supplier hereby agrees to transfer to the Client all rights title and interest in the copyright and other intellectual property rights in all artwork, manuals, information, material reports, source code, and additional output which is produced, extended, or modified during the implementation of the Services.
3.Responsibilities of the Client
The Client acknowledges that if a debit is returned by his/her/its financial institution as unpaid, the Client pays a failed payment fee to the Supplier. The Client will also be responsible for any fees applied by his/her/its financial institution for each unsuccessful debit attempt together with any collection fees, including but not limited to any debt recovery agency or law firm’s fee, as may be incurred by the Supplier. The Client authorizes the Supplier to attempt to re-process any unsuccessful payments after three business days. If the payment remains unsuccessful after 14 days, the Client authorizes the Supplier to suspend all services, pending full payment. In the event of a failed payment, the Client agrees to pay the Supplier an administrative fee of $12 per failed transaction within seven days of an invoice being provided.
No party may assign or otherwise deal in any way with its rights under this Agreement without the prior written consent of the other party.
If a provision is invalid or unenforceable, it is to be read down or severed to the extent necessary without affecting the validity or enforceability of the remaining provisions
This Agreement and the Proposal together form the entire agreement between the parties about its subject matter and supersedes all other discussions, negotiations, representations, arrangements, warranties or agreements.
This Agreement may only be amended or varied in writing signed by all the parties
Any rights under this Agreement may not be waived or varied except in writing signed by the party to be bound. Unless otherwise expressly stated in the Contract, no waiver or relaxation in whole or in part of any of the terms and conditions of the Agreement will be binding on the Supplier unless in writing and signed.
- The laws of Victoria govern this Agreement, and each party submits to the exclusive jurisdiction of the courts of Victoria. Webenzi.com reserves the right, at its discretion, to change or modify all or any part of these Terms and Conditions at any time. Such changes or modifications shall be effective immediately upon notice published on the www.webenzi.com com.au site. Your continued use of the Service constitutes your binding acceptance of these Terms and Conditions, including any changes or modifications made by Webenzi.com as permitted above. If these Terms and Conditions are no longer acceptable to you at any time, you should immediately terminate your subscription to the Service in writing.
- Webenzi.com does not warrant or guarantee: that any information available on or through Webenzi.com will be free of infection by viruses, worms, Trojan horses, or anything else manifesting contaminative or destructive properties; that the information available on or through Webenzi.com will not contain adult-oriented material or material which some individuals may deem objectionable; or that the functions or services performed by or through Webenzi.com will be uninterrupted or error-free, or that defects in Webenzi.com will be corrected. It is the user’s sole responsibility to isolate software and information, execute anti-contamination software, and otherwise take steps to ensure that software or information, if contaminated or infected, will not damage the user’s information or system.
- If your installment payment has not been made, as per your payment terms, your account will be suspended until payment has been received, and a reactivation fee of $50 will apply. If there is no payment after 90 days for an installment, as per the payment terms, the account will be canceled, and the account will not be subject to any form of a refund. Canceled accounts cannot be reactivated, and any account history or information will not be retrievable.
- Webenzi.com does not offer refunds on any monthly payments that were already made where cancellation was requested after the date was paid.
- Webenzi.com does not offer refunds on any monthly payments that were already made where cancellation was requested after the date was paid. Webenzi.com will automatically debit your supplied credit card weekly for the weekly Management Fees unless you and we have agreed to charge the Management Fee using a different basis, method, and time frame.
- Webenzi.com reserves the right to stop managing your Google AdWords/Facebook advertising account and terminate this Agreement at any time by written (or email) notice to you. If this occurs, your Webenzi.com weekly management fee will stop at the end of the second week after the termination date.
- If you wish to suspend or cancel the Webenzi.com management of your AdWords/Facebook advertising accounts at any time, then please let us know by phone or email. We will then book a meeting (in person or by telephone) with you and one of our team leaders or managers to discuss your requirements, feedback, or concerns. If you still want to suspend or cancel after the meeting, then your Webenzi.com weekly management fee will stop at the end of the next two full billing cycles from the date of written notification. Please note that if you wish to suspend (temporarily pause) your Webenzi.com management of your AdWords accounts, then your Google advertising must also be suspended/temporarily pause
- Upon canceling Webenzi.com management, all amounts owing to Webenzi.com will need to be paid in full; any outstanding charges will be due within seven business days of cancellation.
- Webenzi.com reserves the right to engage a debt collector at your expense if there are any unpaid invoices overdue by 60 days
- These Terms and Conditions can be modified at any time by Webenzi.com. You agree to continue to be bound by these Terms and Conditions as modified. We will publish the revised Terms and Conditions on our website – we will not separately notify you of these changes.
- Webenzi.com reserves the right not to set up your account. At which time, you will receive a full refund of all Setup Fees that you have paid. Please note that we have already set up your new account in all cases. There can be no refund of the Setup Fee.
- Webenzi.com reserves the right to stop managing your account and terminate this Agreement at any time by written (or email) notice to you. If this occurs, your Webenzi.com monthly management fee will stop at the next billing cycle after the termination date
- If you wish to suspend or cancel the Webenzi.com management of your accounts at any time, then please let us know by phone or email. We will then book a meeting (in person or by telephone) with you and one of our team leaders or managers to discuss your requirements, feedback, or concerns. If you still want to suspend or cancel after the meeting, then your Webenzi.com monthly management fee will stop at the end of the current billing cycle.
- Upon termination or expiration of this Agreement by either party for any reason, (a) Webenzi.com will cease providing the Services, (b) you will not be entitled to any refunds of any usage fees or any other fees, pro-rata or otherwise, and (c) any outstanding balance owed to Webenzi.com for your usage of the Services through the effective date of such termination or expiration will immediately become due and payable in full. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, warranty disclaimers and limitations of liability.
- Upon termination or expiration of this Agreement, all will be taken down and not accessible as they remain the property of Webenzi.com.
- Upon termination or expiration of this Agreement by either party for any reason, Webenzi.com may delete any Customer archived data within 45 days after the date of termination.
Sub-contracting – Webenzi.com may employ any person, company, or firm as a sub-contractor for the production or provision of any printed or other items under any original design or other work produced by Webenzi.com for the Customer.
Non-payment – Failure by the Customer to meet financial obligations may result in legal proceedings by Webenzi.com under which circumstances all legal costs and other administrative expenses will be recoverable in full by Webenzi.com.
10.SUSPENSION AND TERMINATION
- You agree that the supplier may suspend or immediately terminate under certain circumstances and without prior notice.
- Your access to the Website and remove any associated User Content, including any profiles, works, information, or contact details thereof.
- Cause for such suspension or termination shall include, but not be limited to:
- Requests by law enforcement or other government agencies.
- Discontinuance of the Website (or any part thereof).
- Unexpected technical or security issues or problems
- You agree that all such suspensions or terminations shall be made at the supplier’s sole discretion. The supplier shall not be liable to you or any third party for any such suspension or termination.
11.Refunds on Termination
- The supplier provides a full (100%) refund only if notice of termination is received three calendar days after the payment and no work has started.
- Telephone Support – Webenzi.com shall provide support via phone and facsimile. Technical support is available Monday through Thursday, 9 m. – 5 p.m. and Friday 9 a.m. – 4 p.m. EST
- Website Support – Webenzi.com will provide the Customer with access to its website support section. Specific offerings on the website may change from time to time at Webenzi.com’s discretion; additionally, the Webenzi.com website provides answers to frequently asked questions.
- Email Support – Webenzi.com will provide the Customer with email support Monday through Thursday 9 a.m. – 5 p.m. and Friday 9 a.m. – 4 p.m. EST
14. Cancellations Policy
- You must notify Webenzi.com if you do not wish to renew your subscription/monthly management before the end of the current billing cycle. Webenzi.com will automatically renew your subscription at the end of each term and bill the then-current renewal fee to the same credit card or credit line your original subscription fee was billed to, or to the current credit card we have on our files. If you have any issues with the service, please contact us. Generically once payment is made, the service is not refundable unless required by law.
- Webenzi.com reserves the right, at its sole discretion, to restrict, suspend or terminate your access to all or any part of the Service at any time for any reason without prior notice or Webenzi.com may change, suspend or discontinue all or any aspect of the Service at any time, including the availability of any Service feature, database, or content, without prior notice or liability.
- The client acknowledges that it would be automatically converting into a month-to-month basis once the agreement is finished.
- If the client needs to stop their services or cancel the subscription, they need to provide 45days written notice before auto-renewal on Month to month basis.
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