What is this document?

This is an agreement between Black Lion Digital Pty Ltd ABN 12 604 690 324 (“we”) and the company or business named as the client (“you”) in the document to which these terms are attached.  

The attached document may include other terms which will also form part of this agreement.

If there is anything that we have discussed that is not in the attached document or these terms, you should tell us and make sure that thing is included.  Only those things that are stated in these terms or the attached document or in any agreed payment arrangements will be a term of the agreement between us.

This agreement operates from month to month.  Search engine features and requirements change often without notice and we may need to include new terms to address these changes.  Because this agreement operates from month to month, these terms may also change from month to month.  We will notify relevant terms by posting them on our website or otherwise email them to you.  Please ask us at any time if you want to know our then current terms.

This agreement is copyright © 2022 Black Lion Digital PTY Limited.

What we do

We provide search engine optimisation (SEO) services with the objective of increasing the number of targeted, relevant hits on your website from the dominant search engines, with a focus on Google.

There are things that we do and things that we can’t do.

First, what we do:

• We will deal with you honestly and openly. 
• We will apply good industry practice in information security.
• We will respect your trade secrets.  That means things that we get to know about your business that are commercially sensitive and not known to the public.
• We will respect privacy of individuals in accordance with Australian privacy law wherever we do our business.
• We will avoid technical jargon and mumbo-jumbo.  We strive to talk about what we can do, are doing and the results we achieve for you in a way that you can understand.
• We will work in your best interests and apply our expertise and extensive experience to improve your site’s search engine and click through results.
• Features and capabilities of our services will change over time depending upon search engine features and requirements.  Often it is difficult to state categorically what is possible or what is best for your website.  We apply our judgment and endeavour to deliver the best sustainable rankings that can be achievedfor the budget that you allocate.  Other providers of services may have different opinions.  
• We will suggest what we think are the best keywords for your site based on our extensive experience, industry benchmarks and testing.  You will have the opportunity to approve keyword selection in advance: we depend on you to make prompt decisions.  
• We will apply a sensible choice and number of keywords to your site, again based upon extensive experience, industry benchmarks and testing.  The number of keywords will vary according to the level of service you acquire from us.  Significantly more keywords requires more ongoing maintenance work by us and may lead to us recommending that you subscribe to a higher level of service. 
• We will endeavour to optimise pages that we are targeting and elements and other pages of your website that affect the pages that we are targeting.  We do not optimise every page on a website. We focus on pages that are relevant to the keywords we are optimising.
• We will rely on you to take particular care to ensure that your pages only use brands and trade marks (registered or not) that are owned by or licensed to you and that you do not use or include brands, trade marks or other content in any way that contravenes Australian and other relevant laws.   
• We rely upon you to obtain all consents and approvals from owners of trade marks, trade names and other identifiers of products or services that you inform us that we may use to promote and market your business and products and services offered by you, in full compliance with all laws that affect those activities. 
• We rely upon what you tell us and upon you to ensure that what you tell us or instruct us to do is accurate and not misleading or deceptive or otherwise actionable in any way.  If you know that anything that you’ve told us has become outdated or incorrect because things have changed, we rely on you to promptly tell us what has changed.
• If you buy our services for a term, we will periodically review changes in search engine rankings and other known factors that affect your results and we then seek to re-optimise your site to maintain or improve your results.
• If you buy our services for a term and you tell us at any time that your site content and structure has changed, once you tell us we will (as soon as we reasonably can) review and adjust and update keywords and other optimisation features that are within our scope.
• We will apply our extensive industry experience to endeavour to predict future changes in policies of search engines or other external developments that may affect your site’s results.  However, it is impossible for us to predict actions that may be taken by search engines and by other sites that compete for ratings.  Our predictions will be informed and sensible, but they may prove to be wrong.
• We will deploy appropriate staff to provide services to you using our global resources wherever located. 
• We will rely on you to take particular care to ensure that we are not instructed to use brands and trade marks (registered or not) that are not owned by or licensed to you in any way that does not comply with Australian and other relevant laws.  We rely upon what you tell us.
• We will rely upon you to provide us with continuing and uninterrupted access to your site to provide our services and your prompt implementation of our recommended changes.  If you don’t provide us with access, or your web development team does not promptly implement our changes, our charges are still payable, because we plan our resources in the expectation that you will provide us with continuing access and promptly implement our recommendations. 
• We will rely upon you to design, develop and implement your website.  Our task is to optimise your website, not to fix your site content or structure.

Now, what we can’t and don’t do.  

We don’t:

• Work miracles.  If your site has a poor trust rank/value / historical link profile that poor rating will affect the results that we can achieve.  Good work by us may not counteract any ongoing negative impact of poorly rated sites.  
• Disclose our working methodologies, reverse engineering results or inform you of links that we build.  These are each highly confidential and valuable trade secrets of Black Lion Digital and therefore not disclosed to you or other clients or our competitors, whether during the period that we provide services to you or subsequently.  Because we protect our trade secrets often we will decline to provide details as to how we do things to your other consultants and advisers.  If you don’t like what we do, or you don’t think you can verify the results that we achieve, you can terminate our engagement – see Ending our engagement below.
• Provide services that are readily capable of verification.  Search engine optimisation is based upon opinion, strategies and methodologies that evolve with changes in search engines. Other search engine optimisation consultants are likely to express different opinions and use different strategies or methodologies.  There is usually no ready right or wrong at any point of time as to search engine optimisation: you rely upon our opinions and our decisions.  If you don’t like what we do, or you or other consultants that you engage think that we should do (or have done) things a different way, we will willingly consider other reasonable views.  However, we do not follow others views or opinions, we will not incur costs exploring alternative views (unless you pay us to do so) and we do not offer rebates or refunds.  Again, you can at any time terminate our engagement – see Ending our engagement below.
• Have perfect knowledge about what will work for your brand, products or services.  We will apply our experience, but good experience doesn’t mean that we can predict the future or what will work for your brand, products or services.  We will test and experiment and try to optimise your budget, and we’ll build upon what we learn from acting for you, but we will discover that some things we do don’t work well.  
• Take over your security and password management of your accounts.  We will take all reasonable steps to prudently manage and protect security of passwords and your confidential information as entrusted to us while in our possession and control, but we do not monitor what you or third parties may do.  You remain solely responsible for security of your accounts and for monitoring your accounts to detect unauthorised or illegal activities. 
• Monitor what your competitors or other third parties may do.  You should tell us of anything you think is relevant and may assist us in optimising our service to you.
• Guarantee that our search engine optimisation, reputation management or per click services will deliver particular results or deliver improvements within a particular period of time. 
• Guarantee that results that we are able to achieve for your site will apply for any period of time.  Search engines change ranking methodologies and systems, often without prior notice or any announcement.  If you buy our services for a term we will respond to changes as soon as we reasonably can, after any change is detected by us.
• Guarantee that your website will never be subject to a search engine penalty or that over-optimisation will not occur.  Search engine algorithms change frequently, often without notice or explanation.
• Fix your site content or structure or correct errors in your site content or structure, including any errors or deficiencies arising from previous search engine optimisation work done by other providers.  Those fixes are not included in our fees: you should engage properly experienced web designers and web developers to work with you on your site content and structure.  Our role is optimisation of the site for rankings, but we work with your site as we find it.  If we recommend changes to site content and structure, you should engage web designers and web developers to work with you on your site content and structure.
• If your site has at any time has a structure or operation that in our reasonable opinion is unsafe or unduly difficult to work with, we may advise you and recommend changes.  If you do not implement those changes we may terminate provision of services.
• Take responsibility for your decisions. If you tell us to do something that we don’t agree with and we elect to do it at your instruction, you will be responsible for the results.  If you change your website frequently or in ways that you don’t tell us or that are not accepted industry practice, we won’t be responsible for any adverse effects and we may not be able to provide our service. 
• Refund money paid by you if you don’t like the results.  We will apply our skills to endeavour to achieve good results for you.  That requires us to expend significant staff time and other resources, so we don’t offer satisfaction or your money back. 
• Update or adjust keywords or other optimisation features of your site unless you provide us continuing access to your site to make updates or adjustments.  If you change access settings we will not be responsible for inability to update or adjust settings or features.
• Update or adjust keywords or other optimisation features of your site continuously or in response to changes at greater than normal business frequency. We will advise when the site changes exceed normal business frequency and will provide possible solutions to resolve any issues and problems we are aiming to fix. 
• Ensure that your site will not be hacked or information security compromised in any way.  We will take all reasonable steps to ensure that our employees safeguard passwords and other information about access to your site, but we are not responsible for or in relation to any actions by third parties or for providing any advice or assistance to you in relation to information security or dealing with a breach of information security (whether by hacking, denial of service attack or any other disruption).
• Provide consultancy or other services in relation to your dealings with search engine operators, regulators or other parties.  We will reasonably cooperate to facilitate your dealings with such parties, but if work is involved we may charge you for such services. 
• We do not provide additional or customised reporting with respect to modifications of our existing reports. Any additional reporting, or modifications to reports requested by you, other operators, consultants or other third parties represented by you is expressly acknowledged to be beyond the scope of this Agreement. To the extent we are required to provide additional or customised reporting, these reports will result in extra fees charged to you.
• Guarantee that the articles and/or links for guest posting services (if added to the service) will not be removed, adjusted, or amended by the target sites. We do not own or control these domains so have no control over future changes.

How we charge you

Any written quotation is on the basis of what you told us about your website and what we could see of that site from an external review.  

Our quotation assumes that once we get reasonable access to the backend of your site, that access will facilitate us doing our work.

Our charges are:

• an initial fee, payable upfront and non-refundable, which is for starting our commercial arrangements, and then
• a flat monthly fee, starting from the date of payment of the initial fee (this date is the start date) and then payable monthly in advance and non-refundable;
• additional fees for out of scope work that you ask us to do. 

You must pay our invoices promptly (within 7 days of invoice date) or we may elect to suspend provision of services or terminate our agreement.

We bill in Australian dollars for payment into our nominated Australian bank account.  Where goods and services tax, value added tax or other sales taxes or duties apply, these will be charged to you and must be paid by you in addition to our quoted fees.  Where bank charges or remittance fees apply, you need to pay such amount as ensures that we receive the amount due to us without deductions in our nominated Australian bank account.  

What is included in the flat monthly fee?

This includes everything that is stated (in our documentation of a package) as a feature of the SEO process for the level of package that you sign up for.  

Algorithmic changes and fixes for situation specific problems, including cleaning up poor historical SEO requiring extra work (beyond the SEO process scope) will be quotable and billable.

In addition the scope of our services, we provide in each month:

• in our entry package, up to 7 hours of on page work and changes on your website addressing issues reported from search engines;
• in our premium package, up to 14 hours of on page work on your website addressing issues reported from search engines;
• in our corporate and corporate plus packages, up to 21 hours of on page work on your internet site addressing issues reported from search engines;
• outside packages, as per our quotation. 

HTML errors that we identify will be cleaned up on your website if we consider that we are able to do so within the above package time allocations.  Please note that we can only address HTML errors if sufficient access is allowed by you and the site is compatible to allow title tag, meta description tag, heading tag and content changes.  Also, we may consider that the risk of making changes to your website is high, for example, because it is unusually complicated (such as having a custom content management system with many inter-relationships) or because it is an environment with which we are not sufficiently familiar or which is proprietary.  In such cases we may decline to perform work directly on your site but will still provide all the recommended changes and advise of what to do to support our optimisation efforts.

Where you make (or allow others to make) changes to your website we may decline to correct errors or otherwise perform work reasonably related to the effect of those changes, or quote you for additional work.

A standardised rankings report will be sent every month except when Google is updating our work and/ or your rankings are fluctuating, in this case we will send the report once we have determined that rankings have stabilised and/or when Google has updated our work.

We do not provide additional or customised reporting with respect to modifications of our existing reports. Any additional reporting, or modifications to our standard reporting requested by you, or a party represented by you will result in extra fees charged to you.

Changes in fees

We can change our charges at any time by giving you at least 30 days prior notice.  

If you do not agree to pay our changed charges, you may elect to terminate this agreement with effect from a payment due date by giving us at least 30 days written notice.  

Notices

Notices must be written, not spoken, but they can be by email, letter or fax. 

Who Owns What?

Whatever we do on your site in the course of provision of our services may be used by you on your site. You must not allow others to use it.

Whatever material we provide you about our services – manuals, newsletters, etc. –remains owned by us and you are only allowed to use it in relation to your use of our services.

The way that we do things is valuable and commercial in confidence to us.  We won’t tell you about our methodologies or help others to do anything similar.  Our material is also valuable and commercial in confidence. You are not allowed to show it to anyone else.

We agree to implement a high level of information security.

We won’t tell others anything that we get to know about your business that is not already public knowledge.  

Exclusivity

We’re often asked to commit to only do work for a client in a particular industry sector or geography.  As our agreement may be ended by you at any time on short notice and our charges don’t reflect the opportunity cost of not doing work for others, we don’t think it is reasonable for our clients to expect exclusivity.  So we don’t offer it (or expect it from our clients!).

Ending our agreement 

We rely upon the reliability and quality of our services and results to convince you to continue your agreement with us.  For this reason, we don’t significantly restrict termination of this agreement.  You or us can terminate this Agreement with effect of 30 days following the next payment due date/monthly anniversary date by giving the other notice prior to the next payment due date/anniversary date. For example, if your monthly payment due date/monthly anniversary is on the 5th of April, notice to terminate must be received prior to the 5th of April to terminate at earliest on the 4th of May of that same year.

Notices must be written, not spoken, but they can be by email, letter or fax.  

Subject to applicable law, you shall not be entitled to any refund of any monies paid to us prior to the effective date of termination due to your failure to timely notify us of your intention to terminate this Agreement. Any work we complete prior to the effective date of termination but not yet invoiced to you will be immediately invoiced upon your notification of termination, and you shall promptly pay such invoice in full upon its presentation to you. 

Because it is easy to end your agreement with us, we do expect to be paid promptly and in full while the agreement is in operation, and through the effective date of termination. We are not required to give notice to you prior to suspension or termination if we suspend or terminate provision of services to you because you do not pay us in accordance with the payment terms set forth in this Agreement.

The Australian Consumer Law and any other applicable law which is not allowed to be excluded may give you particular rights which we don’t limit or exclude unless we are permitted to do so.  To the extent that we can, such rights are limited or excluded to the extent so permitted.  Subject to that, we don’t provide refunds, but we will continue to provide services until termination of this agreement takes effect.

Limitations and Exclusions of Liability

We will use due care and skill in providing our services, but we do not guarantee that our services will be fault-free.  

Sometimes provision of optimisation services by us will lead to interruption or errors in the operation of your site.  We don’t underwrite your business or your revenue or other business results.  To the extent permitted by law we exclude all liability to you or anyone else relating to any interruption or errors in the operation of your site arising from our work.

We accept liability where our breach of agreement causes personal injury or death to you, your employees, agents and contractors and for damage to real property resulting from supply of our services, but to the extent that the law allows, we limit all other liability (including but not just for negligence) to a sum being the total amounts paid by you under this agreement and then only for costs or expenses that you reasonably incur that are a direct result of, and flow naturally from, any breach of agreement or negligence by us.  We exclude all liability arising out of your loss of business, revenue, profits or data.  Other than for the liability that we accept (as above) and as required by the Australian Consumer Law and any other applicable law which is not allowed to be excluded, we exclude all other guarantees, warranties, rights, remedies and liability to you or a third party for breach of contract, negligence or breach of any other law.  For any liability in relation to service performed which cannot lawfully be excluded but can be limited, our liability is limited to re-supplying those services or paying the cost of re-supplying services.

We rely upon you to obtain all consents and approvals from owners of trade marks, trade names and other identifiers of products or services that you inform us that we may use to promote and market your business and products and services offered by you, and all consents and approvals you may require from individuals in relation to collection, use and disclosure of personal information about them, in full compliance with all laws that affect activities conducted pursuant to this agreement.  If you don’t get those consents and approvals or give notices as required or otherwise comply with applicable privacy and data protection laws, we rely on you to satisfy all claims by your customers and other users and you must indemnify us against Loss reasonably incurred by us from and such third party claims and third party actions.

Neither you nor us will be liable for any loss not arising as a natural or direct consequence of the relevant breach, that is, according to the usual course of things, from the relevant breach, whether or not such loss may reasonably be supposed to have been in the contemplation of you and us at the time we entered into this agreement as the probable cause of the relevant breach, or indirect loss of profits incurred by a party or a person claiming by or through a party.  

Each party must take reasonable steps to mitigate Loss.  

The liability of an indemnifying party for Loss will be reduced proportionally to the extent that the Loss was caused or contributed to by a negligent act or omission of the other party or by a breach of this agreement or of any applicable law by the other party.

You indemnify us against any claims, liability, loss or expense that we (including our personnel) suffer arising from:

• your unlawful or negligent acts or omissions, except to the extent that we contribute to the liability, loss or expense;
• failure by you to maintain in good order your accounts for relevant services contracted by you, to pay these accounts on time, and to monitor these services to detect authorised or unauthorised access or use;
• any Loss that you may suffer arising from any unauthorised access to your accounts or use of your accounts by any person at any time, except to the extent that such Loss is directly attributable to a failure by us to take reasonable steps to prudently manage and protect security of passwords and your confidential information as entrusted to us while in our possession and control;
• any defect in any material that is provided by you or at your direction to us and in any work or services performed by you or performed at your direction (other than our work);
• costs (including debt collection costs and full legal fees and expenses) that we incur in attempted recovery of any sum, including any indemnified amount, that is payable by you to us but not paid when due. 

Sorting out disputes

This agreement is governed by the laws of New South Wales, Australia.  

Each of us submits to non-exclusive jurisdiction of courts of New South Wales, Australia.  

This agreement sets out all relevant terms.   

We each agree to use best endeavours to resolve in good faith any dispute concerning this agreement.  If we can’t, we agree to try to resolve it by mediation administered by the Australian Commercial Disputes Centre according to its Mediation Guidelines before starting court proceedings (except for urgent injunctive or declaratory relief).

Particular stuff

Some search engine services have particular features or quirks.  These features or quirks will change over time, often unpredictably.  Because this agreement operates from month to month, we will adjust these terms to address these changes: we will notify relevant terms by posting them on our website or otherwise email them to you.  Please ask us at any time if you want to know our then current ‘more particular stuff’ terms.

Sitemap Creation

We will only create sitemaps for websites that are compatible and that are under 500 pages. 

Creation of a sitemap above 500 pages is subject to quotation and billable. 

Reputation management

We target eight internet properties to optimise them for one keyword at a time. 

We will use our discretion as to what to target that is neutral or positive for your business, subject to any clear direction that you give us as to internet properties that you do not wish to be targeted.

Videos

Video distribution by us and video optimisation is not included unless clearly stated (in our documentation of a package) as a feature of the SEO process for the level of package that you sign up for, and you provide the video.

We do not create or assist and take responsibility for video creation, editing or any other process or task to make a video ready for distribution.  Any video created by us and distributed by use is at our discretion and will be done to enhance the optimisation process under the relevant package.

Third Party Brands and Trade marks

We manage your campaign based on information and directives provided by you. We rely on you to take particular care to ensure that we are not instructed to use brands and trade marks (registered or not) that are not owned by or licensed to you in any way that does not comply with Australian and other relevant laws.  We rely upon what you tell us.

Google My Business vs. organic

We cannot guarantee the location of first page rankings (such as whether your internet site will be displayedon Google Places or Organic listings).  Google have merged this and listings continually change as a result of changes in Google algorithms.

Google Search Console and Google Analytics

We will maintain usernames and passwords that we set up for and behalf of you with Google Search Console and Google Analytics and these usernames and passwords will be confidential to us and not provided to you at any time.  

We may at our choice provide shared access to you if you provide a Google account.  

We will set up Google Analytics on your behalf (if it is not set up already and if your internet site allows it).  We will share this access upon your request. 

If you have already set up Google Analytics and/or Google Search Console, you will provide (at least) shared access to us.

Google My Business

We will optimise:

• a maximum of 5 Google My Business that is directly related to the domain we are optimising in our entry package;
• a maximum of 10 Google My Business that is directly related to the domain we are optimising in our premium package;
• a maximum of 15 Google My Business that is directly related to the domain we are optimising in our corporate and corporate plus packages.

We will not be responsible if and where:

• Google delist or unverify your account for any reason;
• you have previously provided different addresses on multiple directories and Google is listing your business on Google My Business for multiple addresses (including addresses that are previous business addresses); 
• you have set up Google My Business listings and verified these listings previously and you do not now have access; 
• Google decide to rank your website organically for your Google My Business listing instead of an organic listing or your organic listing on Google My Business.  We have no control over what Google decides to show and Google changes what is displayed and how; 
• If you want your map listings verified but not show your address or only to display a post office box.  In such cases Google does not permit My Business optimisation.