1.1 This agreement ("Agreement") is entered into by and between Quantum Web Solutions Pty Ltd ("QWS") and the Client for the provision of SEO services as described in the agreed-upon quote ("Services").
1.2 The Agreement shall have a minimum contract period of six (6) months ("Minimum Term"), commencing on the date of the first payment.
1.3 After the Minimum Term, either party may terminate or make a substantial change to this Agreement (a "substantial change" is defined as a decrease of at least 25% of the monthly budget) by providing written notice in accordance with the notice periods specified in Clause 1.6. The termination or change shall become effective at the end of the applicable notice period, which begins on the last day of the month in which notice is given.
1.4 If the Agreement is not terminated or changed by either party, it shall continue on a month-to-month basis under the same terms and conditions.
1.5 In the event that the Client provides less than the required notice as specified in Clause 1.6, the Client agrees to pay QWS an amount equivalent to the fees that would have been payable during the full notice period.
1.6 The notice periods for termination or substantial changes, based on the monthly budget (excluding GST), are as follows:
2.1 SEO services shall be billed monthly, and calculated by budget, on a set number of 'hours' or 'links'.
2.2 QWS reserves the right to perform the allocated work at any time during a month. At times where deemed necessary, QWS may spend more time in a month on the SEO than the allocated monthly budget. Any additional time spent in a month shall be offset by less time in subsequent months.
2.3 The Services provided under this Agreement focus primarily on Google Search. SEO work on other search engines or platforms can be provided at an additional cost upon the Client's request.
3.1 While many different options may be listed for this campaign, not all options will be worked on each month. The mix of options shall be used based on reaching the monthly budget or on the most important elements to improve website traffic and conversions.
3.2 If you the Client wish to have a greater focus on any specific elements at any time, this can be done as requested. Any additional costs associated with this request shall be communicated to the Client in advance.
4.1 Link Building forms an important part of a successful SEO campaign. It is important to be aware that Google is constantly targeting links in their algorithm updates. This means that link-building methods that are effective today, may be ineffective or targeted by Google tomorrow.
4.2 The Client understands and acknowledges the inherent benefits and risks of link building and that benefits received today may not continue to be beneficial in the future. The Client accepts that QWS holds no liability for any updates by Google that change the value of a backlink to the Client's site.
4.3 If the package includes link removals, regular backlink checks shall be completed and if any bad links are identified, QWS shall make every effort to remove these. Any required backlink removal that is not included in the package shall be chargeable.
4.4 Ethical Practices QWS agrees to perform all SEO Services in accordance with industry best practices and ethical guidelines, avoiding any "black-hat" techniques that could result in penalties from search engines.
5.1 Keywords: The Client acknowledges that the keywords that are the focus of this campaign are the core ones that QWS will work on, and are not necessarily the only keywords that will be targeted. The level of work required for different keywords may vary depending on their competitiveness. As such, QWS may work on a varying number of keywords each month.
5.2 Additional Keywords: Should the Client wish to target additional keywords, they may request this at any time. Any additional costs associated with targeting these keywords will be communicated to the Client in advance.
5.3 Keyword Changes: QWS reserves the right to make changes to the targeted keywords at any time, to achieve the best results for the overall campaign goals. Any changes to the targeted keywords will be communicated to the Client promptly.
5.4 Keyword Disclaimer: The Client acknowledges and agrees that QWS cannot guarantee specific positions for keywords in search engines and is not liable for any changes in keyword positions or failure to achieve top 10 listings in a search engine. Search engine algorithms are constantly changing and can affect the results or positioning gained through the web marketing process. Any target rankings mentioned in this agreement are not guaranteed results but are an accurate representation of QWS's expected results from the SEO work recommended in this agreement before the scheduled analysis dates.
6.1 The Client agrees to pay additional fees for changes requested by the Client that are outside the scope of the Site Quote or Project Brief, on a time and materials basis. Such fees will be payable in addition to all other amounts payable under the Site Quote.
6.2 The Client understands that SEO work on the site does not include additional website updates or developing additional site pages. QWS may make recommendations for developing and building the website to improve search engine rankings or conversions. These recommendations may be applied by the Client's own in-house web developer or by QWS at an additional cost.
All methodologies, techniques, processes, and know-how used by QWS in providing the Services are and shall remain the sole property of QWS. The Client does not acquire any rights or interest in QWS's intellectual property. Any content or modifications made to the Client's website by QWS as part of the Services shall become the property of the Client upon full payment of all fees owed under this Agreement. QWS retains the right to use any non-confidential, non-client-specific insights or general knowledge gained during the provision of the Services for the benefit of other clients.
7.1 Monthly reporting will be provided to the Client to show overall site traffic and the performance of the website's keywords. The reporting will be in a standard format, but custom reporting may be available at an additional out-of-scope cost.
7.2 The Client acknowledges that the information provided in the reporting is based on data from third-party sources and that QWS cannot guarantee the accuracy of the information.
7.3 The Client agrees to provide QWS with access to any necessary website analytics or tracking systems to facilitate accurate reporting.
8.1 Typically, after the first 2-3 months, a significant portion of the monthly work will be in content outreach and local citations. Both of these services usually take 4-6 weeks to complete. In order to have these services completed for the upcoming report, work for these services will commence prior to the end of the month invoiced for. For example, if an invoice is for July, content outreach and local citation work will commence within the last 10 days of June.
8.2 While QWS will prepare and manage these service orders, they will be executed by a third party. Once the orders have been sent, they cannot be changed without incurring additional costs.
8.3 The Client acknowledges that the success of the campaign may depend on the timely completion of the monthly work and agrees to cooperate with QWS in this regard.
9.1 The Client shall provide QWS with FTP access, and all other necessary administrative access such as hosting ‘control panel’, CMS admin access, etc., to portions of the website included in this quote or any other agreed documentation.
9.2 In the event that the Client is unwilling or unable to provide the necessary access, a requote shall be required.
9.3 QWS will take all reasonable precautions to safeguard the Client's website access credentials and will notify the Client immediately if it suspects any breach of security. QWS is not liable for any unauthorized access unless caused by its negligence.
9.4 QWS shall have the right to change elements such as meta tags, page names, and make slight adjustments to textual content within the Client's site for the purpose of improving organic search rankings, but not limited to these elements.
10.1 The Client acknowledges that QWS does not guarantee any specific results, rankings, or outcomes from the Services provided. SEO is subject to numerous factors beyond QWS's control, including algorithm changes, competitor actions, and market trends.
10.2 QWS shall make every effort to achieve the best results for the Client's business based on the campaign package taken, but the Client acknowledges and agrees that search engines and ‘social sites’ determine where results rank and regularly update their algorithms which may affect any results or positioning gained through the web marketing process.
10.3 Target rankings mentioned in this proposal are not guaranteed results but are an accurate representation of QWS' expected results from the SEO work that it is recommending prior to the scheduled analysis dates for this proposal.
10.4 The Client acknowledges that depending on the campaign package taken, QWS may engage in link building to point links to the Client’s site. However, QWS cannot guarantee the length of time these links will stay active on a website, or the continued value of these links.
10.5 To the fullest extent permitted by law, QWS's total liability to the Client for any claim arising out of or relating to this Agreement shall not exceed the total fees paid by the Client to QWS in the twelve (12) months preceding the claim.
10.6 The Client acknowledges that search engine algorithms, user behaviors, and the emergence of new platforms (e.g., AI-based search engines like ChatGPT) may significantly impact website traffic and SEO performance. QWS cannot control or predict these changes and is not liable for any decrease in traffic or rankings due to such factors.
The Client agrees to indemnify, defend, and hold harmless QWS, its officers, directors, employees, and agents from any claims, damages, losses, or expenses arising out of or related to the Client's use of the Services, including any breach of this Agreement.
12. Confidentiality Both parties agree to keep confidential any proprietary or sensitive information received from the other party and not to disclose it to any third party without prior written consent, except as required by law.
13. Data Protection and Privacy Both parties agree to comply with all applicable data protection and privacy laws, including the Australian Privacy Act. QWS will use any personal data provided by the Client solely for the purposes of delivering the Services.
14. Governing Law and Dispute Resolution This Agreement shall be governed by and construed in accordance with the laws of the State of New South Wales, Australia. Any disputes arising under or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of that State.
15. Force Majeure Neither party shall be liable for any failure or delay in performing its obligations under this Agreement due to circumstances beyond its reasonable control, including acts of God, war, terrorism, natural disasters, or internet service interruptions.
16. Entire Agreement This Agreement constitutes the entire agreement between the parties concerning its subject matter and supersedes all prior agreements or understandings.
17. No Warranties QWS provides the Services "as is" and makes no warranties, express or implied, regarding the effectiveness or results of the Services.
18. Third-Party Services QWS may engage third-party service providers or subcontractors to perform certain aspects of the Services. While QWS will use reasonable care in selecting such parties, it is not responsible for their actions, omissions, or any resulting damages.
1.1 This agreement ("Agreement") is entered into by and between Quantum Web Solutions Pty Ltd ("QWS") and the Client for the provision of Google Ads services as described in the agreed-upon quote ("Services").
1.2 The Agreement shall have a minimum contract period of three (3) months ("Minimum Term"), commencing on the date of the first payment.
1.3 After the Minimum Term, either party may terminate or make a substantial change to this Agreement (a "substantial change" is defined as a decrease of at least 25% of the monthly budget) by providing written notice in accordance with the notice periods specified in Clause 1.6. The termination or change shall become effective at the end of the applicable notice period, which begins on the last day of the month in which notice is given.
1.4 If the Agreement is not terminated or changed by either party, it shall continue on a month-to-month basis under the same terms and conditions.
1.5 In the event that the Client provides less than the required notice as specified in Clause 1.6, the Client agrees to pay QWS an amount equivalent to the fees that would have been payable during the full notice period.
1.6 The notice periods for termination or substantial changes, based on the monthly budget (excluding GST), are as follows:
2.1 The Services provided under this Agreement focus on Google Ads management and do not include website updates or modifications unless otherwise specified in writing.
2.2 QWS may make recommendations for developing the Client's website to increase ad performance or conversions. These recommendations may be implemented by the Client's in-house web developer or by QWS at an additional cost, as mutually agreed upon.
3.1 The keywords that will be focused on in this campaign are variations on keywords that have been advised during the discussions between the parties.
3.2 The Client may request the addition of additional keywords at any stage. If a budget increase is required to accommodate additional keywords, QWS will advise the Client accordingly.
4.1 Monthly reporting will be provided to the Client to show overall site traffic and the performance of the website's keywords and ads. The reporting will be in a standard format, but custom reporting may be available at an additional out-of-scope cost.
4.2 The Client acknowledges that the information provided in the reporting is based on data from third-party sources and that QWS cannot guarantee the accuracy of the information.
4.3 The Client agrees to provide QWS with access to any necessary website analytics or tracking systems to facilitate accurate reporting.
5.1 The Client acknowledges that QWS does not guarantee specific ad positions, click-through rates, conversions, or any particular results from the Services. The performance of Google Ads campaigns is subject to numerous factors beyond QWS's control, including changes to Google's algorithms, bidding by competitors, and market conditions.
5.2 QWS will make every effort to achieve the best possible results for the Client's business based on the agreed-upon Services, but QWS is not liable for any decrease in performance, rankings, or other outcomes resulting from changes made by Google or other factors outside QWS's control.
6.1 The Client agrees to promptly notify QWS of any changes to the Client's website or technical issues that may impact the performance of the campaign.
7.1 Google regularly updates its software, algorithms, and policies. While QWS strives to stay informed of these changes, QWS cannot guarantee immediate implementation of changes within the Client's campaign due to such updates.
7.2 Significant changes required to adapt to Google's updates may require additional work not covered under the monthly management fee. QWS will inform the Client in advance of any additional work and associated costs.
8.1 The frequency of changes to a campaign varies depending on the required adjustments. Changes may be made daily, weekly, or fortnightly based on the needs of the campaign.
8.2 Should the Client's business change in any way, at any time, QWS recommends that the Client notify QWS as soon as possible, as business changes may impact the campaign.
8.3 QWS does not provide access to the Google Ads account. The Google Ads account used for managing the Client's campaigns is owned and managed by QWS. The Client acknowledges that QWS does not provide access to this account to maintain the integrity of the campaign and protect QWS's proprietary methodologies.
9.1 The Google Ads monthly budget is a cost paid to Google. Once the 'Google Ads Monthly Budget' reaches $3,000 AUD and over per month, the management fee changes to 15% of the monthly budget. The setup fee is a one-off; however, any requests or agreed-upon major work outside the initial scope may incur additional costs.
9.2 Any adjustments to the budget within a month may incur an additional administrative fee of $199 AUD (excluding GST). This fee covers the time required to reconcile Google Ads invoices with QWS invoices and to adjust the campaign settings accordingly.
9.3 While QWS sets daily budgets within Google Ads based on the agreed monthly budget, Google may spend slightly more or less than the set amount. Variances within $100 under the set monthly budget are considered acceptable and will not be refunded, as they are offset by the additional time QWS spends balancing budgets, which is outside the scope of the management fee. If Google charges more than the budgeted amount in the final month, QWS reserves the right to invoice the Client for the additional amount.
9.4 In the event of unused budget in a given month, QWS may apply the unused amount to subsequent months or refund it to the Client, at QWS's discretion. Factors such as seasonal fluctuations may affect budget utilization.
9.5 QWS bases the budget on allocating a set number of hours to the campaign per month based on the initial brief. At any time, if the Client wishes QWS to do more work outside of the originally agreed-upon scope, QWS can increase the budget for the month(s) by charging on a time basis for the additional number of hours. The hourly rate is $199 AUD (excluding GST) per hour, and any additional charges will be communicated and agreed upon in advance.
10.1 The Client acknowledges that the Google Ads platform may, at times, serve ads to unintended audiences or placements due to algorithmic limitations, even with optimal campaign management. QWS will make every effort to optimize the campaign to minimize such occurrences but cannot guarantee complete prevention.
10.2 The Client understands that there is an inherent portion of the budget that may be spent on unintended clicks or impressions, and QWS is not liable for this portion of spend.
10.3 If significant discrepancies or issues arise that require escalation to Google's support team, QWS may perform this service at an additional cost. Any such costs will be communicated to the Client in advance.
11.1 QWS utilizes the Google Ads platform as a means to provide paid ad services to the Client. QWS provides the setup and optimization of Google Ads campaigns. QWS does not own any part of the Google Ads platform or control how the platform functions.
11.2 All methodologies, techniques, processes, and know-how used by QWS in providing the Services are and shall remain the sole property of QWS. Payment to QWS for Google Ads services does not transfer any rights to QWS's intellectual property to the Client.
12.1 To the fullest extent permitted by law, QWS's total liability to the Client for any claim arising out of or relating to this Agreement shall be limited to the management fees paid by the Client to QWS in the one (1) month immediately preceding the date on which the claim arose.
12.2 QWS shall not be liable for any Google Ads fees or ad spend paid or payable to Google. The Client acknowledges that Google Ads fees are charges levied by Google, and QWS has no control over these fees or any related issues arising from Google's services.
13.1 The Client agrees to indemnify, defend, and hold harmless QWS, its officers, directors, employees, and agents from any claims, damages, losses, or expenses arising out of or related to the Client's use of the Services, including any breach of this Agreement or any violation of applicable laws.
14.1 Both parties agree to comply with all applicable data protection and privacy laws, including the Australian Privacy Act. QWS will use any personal data provided by the Client solely for the purposes of delivering the Services.
14.2 The Client agrees to QWS accessing and using data from the Client's Google Ads account and any associated analytics platforms to perform the Services.
15.1 Both parties agree to keep confidential any proprietary or sensitive information received from the other party and not to disclose it to any third party without prior written consent, except as required by law.
16.1 This Agreement shall be governed by and construed in accordance with the laws of the State of New South Wales, Australia. Any disputes arising under or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of that State.
17.1 Neither party shall be liable for any failure or delay in performing its obligations under this Agreement due to circumstances beyond its reasonable control, including acts of God, war, terrorism, natural disasters, or internet service interruptions.
18.1 QWS utilizes third-party platforms, such as Google Ads, to provide the Services. While QWS will use reasonable care in managing these platforms, it is not responsible for the actions, omissions, or policies of these third parties.
18.2 QWS may engage third-party service providers or subcontractors to perform certain aspects of the Services. QWS will use reasonable care in selecting such parties but is not liable for their actions or omissions.
19.1 QWS agrees to perform all Google Ads Services in accordance with industry best practices and Google's advertising policies, avoiding any prohibited practices that could result in penalties or account suspension.
20.1 QWS provides the Services "as is" and makes no warranties, express or implied, regarding the effectiveness or results of the Services, including any warranties of merchantability or fitness for a particular purpose.
21.1 This Agreement constitutes the entire agreement between the parties concerning its subject matter and supersedes all prior agreements or understandings, whether written or oral.
1.1 This agreement ("Agreement") is entered into by and between Quantum Web Solutions Pty Ltd ("QWS") and the Client for the provision of Social Media services as described in the agreed-upon quote ("Services").
1.2 The Agreement shall have a minimum contract period of three (3) months ("Minimum Term"), commencing on the date of the first payment.
1.3 After the Minimum Term, either party may terminate or make a substantial change to this Agreement (a "substantial change" is defined as a decrease of at least 25% of the monthly budget) by providing written notice in accordance with the notice periods specified in Clause 1.6. The termination or change shall become effective at the end of the applicable notice period, which begins on the last day of the month in which notice is given.
1.4 If the Agreement is not terminated or changed by either party, it shall continue on a month-to-month basis under the same terms and conditions.
1.5 In the event that the Client provides less than the required notice as specified in Clause 1.6, the Client agrees to pay QWS an amount equivalent to the fees that would have been payable during the full notice period.
1.6 The notice periods for termination or substantial changes, based on the monthly budget (excluding GST), are as follows:
2.1 QWS agrees to provide Social Media services as described in the agreed-upon quote, which may include content creation, scheduling, posting, community management, and advertising on platforms such as Facebook, Instagram, X (Twitter), LinkedIn, and others as specified.
2.2 The Services focus on enhancing the Client's online presence, engagement, and brand awareness through social media channels. QWS does not guarantee specific results such as follower counts, engagement rates, or sales conversions, as these are influenced by factors beyond QWS's control.
3.1 The Client may provide content and creatives (including text, images, videos, and other media) for use on their social media platforms. Alternatively, upon request and as specified in the agreed-upon quote, QWS may create content and related creatives on behalf of the Client.
3.2 When QWS Creates Content and Creatives:
3.2.1 QWS will develop content in line with the agreed-upon strategy and the Client's branding guidelines.
3.2.2 All content created by QWS will be submitted to the Client for approval before publishing. The Client agrees to review and provide feedback or approval within two (2) business days to ensure timely scheduling and posting.
3.2.3 If the Client fails to provide feedback or approval within the specified time, QWS may proceed with posting the content to maintain the agreed schedule, unless otherwise instructed in writing by the Client.
3.3 When the Client Provides Content and Creatives:
3.3.1 The Client is responsible for ensuring that all content and creatives provided comply with applicable laws, regulations, and platform policies, and do not infringe on any third-party rights.
3.3.2 The Client agrees to supply content and creatives in a timely manner, as agreed upon in the content calendar or schedule. Delays in providing content may affect the performance and scheduling of the campaign.
3.4 QWS reserves the right to review and, if necessary, reject or request modifications to any Client-supplied content or creatives that may violate platform policies, legal requirements, or are deemed inappropriate or harmful to the Client's brand reputation.
3.5 In cases where both QWS and the Client contribute to content creation, both parties agree to collaborate effectively to ensure consistency and alignment with the campaign objectives.
4.1 The Services provided under this Agreement focus on social media management and do not include website updates or modifications unless otherwise specified in writing.
4.2 QWS may make recommendations for developing the Client's website or landing pages to improve social media campaign performance. These recommendations may be implemented by the Client's in-house web developer or by QWS at an additional cost, as mutually agreed upon.
5.1 Monthly reporting will be provided to the Client, detailing key performance indicators such as follower growth, engagement metrics, reach, and other relevant statistics. The reporting will be in a standard format, but custom reporting may be available at an additional out-of-scope cost.
5.2 If the Client Does Not Provide Necessary Access:
5.2.1 QWS will be limited to providing basic reporting information based on the data available.
5.2.2 In some cases, detailed reports may not be possible, and reporting may be limited or not provided at all.
5.2.3 QWS is not responsible for any limitations in reporting resulting from the Client's failure to provide the necessary access.
5.3 The Client agrees to provide QWS with timely and accurate access credentials or permissions required for reporting and analytics purposes, and to notify QWS promptly of any changes to access rights.
6.1 QWS shall not be held responsible for any errors, downtime, or technical issues caused by social media platforms, which result in lost posts, decreased engagement, or other negative impacts. This includes, but is not limited to, platform outages, bugs, or changes in platform functionality.
6.2 The Client agrees to promptly notify QWS of any issues or changes within their control that may affect the performance of the social media campaigns.
7.1 Social media platforms regularly update their algorithms, features, and policies. While QWS strives to stay informed of these changes, QWS cannot guarantee immediate adaptation within the Client's campaigns due to such updates.
7.2 Significant changes required to adapt to platform updates may require additional work not covered under the monthly management fee. QWS will inform the Client in advance of any additional work and associated costs.
8.1 The Services under this Agreement may include both organic social media management and paid social advertising campaigns, as specified in the agreed-upon quote.
8.2 For Organic Social Media Campaigns:
8.2.1 QWS will manage the posting schedule, engagement activities, and community management as per the agreed-upon strategy.
8.2.2 Adjustments may be made based on performance data, audience interactions, and evolving best practices.
8.3 For Paid Social Advertising Campaigns:
8.3.1 QWS will create and manage advertising campaigns on platforms such as Facebook Ads, Instagram Ads, LinkedIn Ads, and others as specified.
8.3.2 The Client acknowledges that advertising spend is a separate cost from QWS's management fees and is the responsibility of the Client.
8.3.3 QWS will optimize ad campaigns to achieve the best possible results within the agreed-upon budget but does not guarantee specific outcomes such as click-through rates, conversions, or return on ad spend.
8.4 Should the Client's business change in any way, at any time, QWS recommends that the Client notify QWS as soon as possible, as business changes may impact both organic and paid social media strategies.
8.5 Any adjustments to the advertising budget within a month may incur an additional administrative fee of $199 AUD (excluding GST). This fee covers the time required to reconcile platform invoices with QWS invoices and adjust campaign settings accordingly.
8.6 The frequency and extent of campaign management activities will be conducted as per the agreed-upon scope of work, which may vary between organic and paid campaigns.
9.1 The management fee covers the Services as outlined in the agreed-upon quote. Any additional work outside the original scope may incur extra costs, which will be communicated and agreed upon in advance.
9.2 Paid advertising spend on social media platforms (e.g., Facebook Ads, Instagram Ads) is a separate cost and is the responsibility of the Client. QWS will manage the ad campaigns but is not liable for the ad spend charged by the platforms.
9.3 Any adjustments to the advertising budget within a month may incur an additional administrative fee of $199 AUD (excluding GST). This fee covers the time required to reconcile platform invoices with QWS invoices and adjust campaign settings accordingly.
10.1 Upon full payment of all fees owed under this Agreement, the Client will own the rights to the content created specifically for the Client as part of the Services.
10.2 QWS retains ownership of all methodologies, processes, templates, and proprietary tools used in providing the Services. These are considered QWS's intellectual property and are not transferred to the Client.
11.1 QWS agrees to perform all Social Media Services in accordance with industry best practices and the policies of the respective social media platforms, avoiding any prohibited practices that could result in penalties, account suspension, or negative publicity.
12.1 QWS utilises third-party platforms and tools to provide the Services. While QWS will use reasonable care in managing these platforms, it is not responsible for the actions, omissions, or policies of these third parties.
12.2 QWS may engage third-party service providers or subcontractors to perform certain aspects of the Services. QWS will use reasonable care in selecting such parties but is not liable for their actions or omissions.
For our general terms and conditions click here.