Effective 10 August 2022
RepSpert Pty Ltd ABN 33 648 390 809 is engaged by the Client to provide l services in accordance with the terms and conditions of this agreement.
The terms and conditions of this agreement are accepted by the client by way of contract in the form of an initial payment or deposit, electronic signature, formal written notice or otherwise indicated acceptance of the agreement.
The Company or RepSpert refers to RepSpert Pty Ltd ABN 33 648 390 809/ ‘RepSpert’
The Client refers to the individual or entity who has engaged The Company, RepSpert for the provision of services
Services refers to the Content Removal or Online Reputation services identified in the proposal provided by the company that refers to these terms and conditions. This includes, content removal, deletion or de-indexing from the Nominated Publisher.
Content of Concern refers to the specifically identified digital content outlined in the Proposal, requiring the Company’s services. Content of Concern may be in the form of URLs, online reviews, articles, images, videos or other similar digital content outlined in the proposal)
Nominated Publishers(s) refers to the specifically identified website or online platform that hosts, publishes and/ or displays the Content of Concern. (e.g Google)
Proposal refers to the documents or correspondence provided by The Company to The Client outlining the Services, Fees, Scope, Start Date and End Date and/or any other particulars.
Start Date refers to the commencement of the agreement, where The Company begins providing Services for The Client.
End Date refers to the termination date of the agreement, where The Company ceases providing services for The Client.
Pay Per Removal Guarantee refers to the guarantee associated with RepSpert’s Content Removal Services, provided to The Client by The Company outlined in The Proposal, whereby The Client agrees to be charged upon the successful removal, deletion or de-indexing of the Content of Concern.
Fees or Payment(s) refers to the payment made or required by The Client to The Company for the provision of The Services, specified in The Proposal
Confidential Information refers to any nonpublic information disclosed by either party to the other party, either directly or indirectly, in writing, orally or by inspection of tangible objects including without limitation, software, documentation, formulas, know-how, methods, processes, business models, designs, prototypes, new products, samples, developmental work, marketing data, marketing plans, customer names, pricing strategies and terms, information received from third parties that the parties are obligated to treat as confidential, and other information relating to the parties not known to the general public. Confidential Information disclosed to one of the parties by the other party’s subsidiaries, affiliates, related companies, and/or agents is covered by this Agreement.
Billing Arrangement refers to the payment agreement of Fees incurred by the Client for the provision of Services by The company
- Provision of Services
- The Company agrees to provide The Services to The Client as outlined in The Proposal, in accordance with the terms and conditions of this agreement.
- Unless otherwise outlined in the proposal, as per the Company’s Pay Per Removal Guarantee, for all Content Removal Services outlined in the Services of the Proposal,The Client agrees that the Content Removal services provided by the Company only include the attempted removal of the Content of Concern from the Nominated Publisher(s).
- The client agrees to be charged for the successful completion, removal, deletion or de-indexing of the Content of Concern from the Nominated Publishers.
- The Client acknowledges and agrees that the Company may request and require information and materials from the Client in order to perform the Content Removal services. In the event Content Removal services are delayed as a result of insufficient or unreasonably slow communication from the Client, the guaranteed term for content removal may be reasonably increased by the length of this delay.
- 5. The Client acknowledges that the Company makes no guarantees that the Content of Concern will be removed, either partially or in full. The Company will only charge the balance of the quoted price for successfully removed Content.
- The Company will not directly contact the author(s) of Content of Concern, unless given written authorisation to do so by the Client. The Company warrants that the Content Removal services are primarily focused on communicating with the Nominated Publisher(s) regarding the removal of the content. However, the Client understands that from time to time the Nominated Publisher may notify the original author of the content as a result of the Content Removal, and the Company has no control over this.
- The Client agrees that the Company is not responsible if the Content of Concern is edited by the author or publisher and re-posted as a new instance after it was successfully removed in its original form.
- The Client agrees that if the Content of Concern is removed within the agreed upon term, it will be agreed that the Company was solely responsible for its removal and the balance of fees for the removal of that content will be due.
- The Company may require a deposit to be paid before commencing Content Removal services. The Company agrees to notify the Client of successful removals before charging the balance of the fees.The Company agrees that deposits will be refunded in the case that it cannot remove any Content of Concern within the agreed upon term. In absence of agreement otherwise, the term will be sixty (60) days from the date of payment of the deposit. In all other instances, refund requests will be managed in accordance with the Company’s Refund Policy.
- If the Client wishes to terminate the services before expiry of the agreed upon term, no refunds will be given for payments or deposits made at that time. The Client understands that the Company may have already made irreversible.
- Confidentiality & Mutual Non Disclosure
- In connection with the performance of the Services, the Company and Client may disclose to the other certain confidential technical, business or personal information, which the disclosing party desires the receiving party to treat as Confidential Information.
- The Client and the Company each agree not to use any Confidential Information of the other party for any purpose except in relation to performing the Services. Each party agrees not to disclose any Confidential Information of the other party to third parties or to such party’s employees or consultants, except those individuals or necessary to perform the Services.
- The Client warrants that all and any materials, information, data, or content provided to the Company by or on behalf of the Client will not breach any rights (including intellectual property rights, moral rights, confidentiality or privacy rights) of any third parties.
- The Company will store all and any confidential materials, information, data, or content provided to the Company by or on behalf of the Client for no longer than the period concluding 60 days after the cancellation by the Client of the Services. This clause does not apply to electronic communications between the Company and the Client, which may be securely stored but may not be destroyed upon the conclusion of services.
- At no time will the company be responsible for providing evidence or details of the methods, strategies or submissions made in performing the Services as this information is considered confidential intellectual property of the Company. The Company warrants that all methods used in performing the Services are in accordance with all applicable Australian laws and regulations.
- Limitation of Liability
- To the extent permissible by law, the Company is not liable for:
- faults or defects in any services provided by third parties in connection with this Agreement;
- any indirect, special or consequential loss, loss of profits, data loss or corruption, loss of revenue, loss of goodwill, loss of anticipated savings or business interruption, however arising, whether or not the Company knew of the possibility of such loss and whether or not such loss was foreseeable.
- To the extent permissible by law, the Company’s total aggregate liability for any and all claims relating to this Agreement (in contract, tort or otherwise) will be limited to and not exceed the amounts actually paid by the Client for the Services.
- The Company makes no warranties regarding the likelihood of success of its Content Removal services, save for those required under the Australian Consumer Law.
- To the fullest extent permitted by law, the liability of the Company for breach of a non-excludable condition is limited to:
- supplying the Services again; or
- payment of the cost of having the Services supplied again.
- The Client agrees to indemnify, defend and hold the Company harmless in respect of all actions, claims, proceedings, demands, liabilities, losses, damages, expenses and costs (including legal fees on a full indemnity basis), in connection with any of the following:
- the Client’s breach of this agreement;
- the Client’s negligent actions or omissions;
- the Client’s use of the Services, including any third party claims made in connection with or arising out of the Client’s use of the Services;
- breach of third party intellectual property, privacy, confidentiality, or moral rights.
- To the extent permissible by law, the Client agrees to indemnify and keep the Company, its directors, officers and employees, indemnified against all loss arising from actions taken performing the Services.
- Payment Terms
- The Client agrees to pay or remunerate The Company in accordance with the Fees outlined in The Proposal and in accordance with the terms and conditions of the agreement.
- The Client agrees to the specified Billing Arrangement specified or outlined in The Proposal. The company may specify at least one of the following Billing Arrangements in which The Client agrees to make payment of:
- Credit Card or Debit Card direct charge.
- The Client will be notified of The Services delivered or completed and agrees for the stored Credit Card or Debit Card to be automatically charged within seven (7) days of notification.
- Payment of Invoice
- The Client will be notified of The Services delivered or completed and agrees to make payment of the issued invoice, in accordance with the invoice terms and conditions.
- Bank Account Direct Debit
- The Client will be notified of The Services delivered or completed and agrees for the stored Bank Account information to be automatically charged within seven (7) days of notification.
- Payment for any Fees are due and must be made by within seven (7) days of the Issue date as per the Billing Arrangement
- The Client agrees to make payment of any Fees by way of Credit or Debit Card (Visa, MasterCard or American Express), Electronic Funds Transfer (EFT)/ Bank Transfer, unless otherwise specified by The Company.
- Late Payments are payments outstanding of twenty eight (28) days over due from the ‘Due Date’. The Company reserves the right too refer Late Payments to external Debt Recovery for collection of any unpaid invoices or overdue money. The Client agrees that they will be liable for any Fees or Costs associated with recovering the unpaid money or outstanding amounts.