LIXIA TECHNOLOGIES

SMM & SEO Terms and Conditions

General

Please read through our Terms and Conditions thoroughly. We suggest that you go through our terms and conditions carefully before deciding to use our services. Upon making the decision to use our services it is understood that you have agreed to the terms and conditions set forth on this page. When using the words “We”, “us”, “our”, “our service” and such, we are referring to LIXIA TECHNOLOGIES Pty Ltd ACN 634 458 718 and its respective products and services. References to “you” “your” “customer” “client” and the like, refer to you, and your agents. LIXIA TECNHOLOGOIES Terms and Conditions are subject to change without notice and may be superseded. We hence advise that you check back here regularly and read through any updates of the terms. We also may modify these Terms and Conditions by general notice on a page of our website, by email or by any other method of communication. Your continued use of this website and our services implies acceptance of any subsequent revisions.

LIXIA TECHNOLOGIES liability is limited to the amount paid by the customer to LIXIA TECHNOLOGIES for work undertaken.

LIXIA TECHNOLOGIES will not be responsible for a failure to comply with its obligations under this Agreement to the extent that failure is caused by a Force Majeure Event, provided that the party keeps the other closely informed in such circumstances and uses reasonable endeavours to rectify the situation.

This Agreement is governed by the laws of New South Wales and each party submits to the jurisdiction of the courts of New South Wales.

Terms of Service

Quote for Provision of Services

All quotes supplied by LIXIA TECHNOLOGIES are valid for 7 days from the date the quote is provided. LIXIA TECHNOLOGIES may amend this provision during promotional periods.

Commencement of Services

When needed, LIXIA TECHNOLOGIES will send Client an email requesting information for the Project Brief. LIXIA TECHNOLOGIES will commence work after receiving all the required information from the client.

LIXIA TECHNOLOGIES will use its best endeavours to provide Service to Client within a reasonable time-frame. LIXIA TECHNOLOGIES is not liable for delays to project or anticipated time-frames for delivery of service.

 

Digital Marketing Services
  1. a) You acknowledge that the Digital Marketing Services provided by LIXIA TECHNOLOGIES is not an exact science and that search engines, media services, platforms and providers are constantly changing and evolving and that LIXIA TECHNOLOGIES has no control over these changes.
  2. b) LIXIA TECHNOLOGIES will perform the Digital Marketing Services utilising best practice strategies and up to date techniques, and will make recommendations to best achieve the client’s goals, but cannot guarantee results.
  3. c) LIXIA TECHNOLOGIES will endeavour to seek approval from the Client for material prior to publication, but this may not always be possible due to time constraints, deadlines and access to the appropriate authority.
  4. d) Unless agreed otherwise, Digital Marketing Services and media spend will be invoiced and automatically paid at the beginning of the each month.
  5. e) LIXIA TECHNOLOGIES will perform the Digital Marketing Services as specified in the Proposal or as agreed in writing with the client, utilising the specified providers and/or platforms, for the specified term.
  6. f) Once the initial contract term is completed, the contract will automatically renew for subsequent periods of the same duration, unless either party gives the other party 30 days written notice terminating the agreement or both parties agree in writing to vary the Digital Marketing Services provided.
  7. g) You indemnify, and agree to keep LIXIA TECHNOLOGIES, its directors, officers and employees indemnified, against all Loss arising from actions taken performing Digital Marketing Services.
  8. h) LIXIA TECHNOLOGIES cannot be held liable and accepts no responsibility for being unable to perform the Digital Marketing Services due to lack of client resources or access.
  9. i) LIXIA TECHNOLOGIES may be required to work alongside another agency or third party provider.  LIXIA TECHNOLOGIES cannot be held liable and accepts no responsibility for being unable to perform services due to faults or defects in any service provided by third parties.
  10. j) LIXIA TECHNOLOGIES reserves the right to charge Additional Costs caused by the Clients instructions, lack of instructions, interruptions, mistakes, work for which LIXIA TECHNOLOGIES is not responsible and changes to the requirements, expectations or hardware and software environment, and extra work required caused by faults or defects in any service provided by a third party.

 

Social Media Management (SMM) AND Search Engine Optimisation (SEO)

  1. a) Our Social Media Management services may include:
  • social media review, analysis and strategy development;
  • social media campaigns, blogs, content creation, client engagement and/or profile management for Facebook, Instagram, Twitter, LinkedIn or other social media platforms;
  • social media analytics;
  1. b) You will provide the access to your social medial accounts or permission for us to set up accounts on your behalf.
  2. c) LIXIA TECHNOLOGIES will not be held responsible for repercussions of any negative feedback provided on social media by third parties.
  3. d) Our Search Engine Optimisation services may include on page optimisation; content generation; link building.

You agree to give LIXIA TECHNOLOGIES the following access and that should such access not be granted, LIXIA TECHNOLOGIES will not be held responsible for meeting any agreed upon targets:

  • You grant authority to submit the website pages being promoted to search engines and directories.
  • LIXIA TECHNOLOGIES will have the ability to optimise the structure and content of clients’ web pages. Such changes generally have a minimal visual impact. LIXIA TECHNOLOGIES will work directly with You in order to maintain the original look and feel of your website.
  • The client must provide LIXIA TECHNOLOGIES with log-in information (username and password) to gain FTP access to the website. LIXIA TECHNOLOGIES will maintain confidentiality of log-in information.
  • You must inform webmasters or anyone else who has access to the Website that LIXIA TECHNOLOGIES are performing SEO and SMM services on the site.
  • You must allow implementation of all optimisation strategies on your website.
  • You are responsible for ensuring that your website is always active and accessible.

Any SEO & SMM work that LIXIA TECHNOLOGIES undertakes may be detrimentally affected if You have:

  • Employed the services of another SEO/SMM Company or any other related company to work on the website during the same period, or
  • Created any duplicate sites, duplicate content or pages, redirects or doorway pages, or
  • Requested or exchanged links with link farms or undertaken any spamming techniques which may harm the website’s ranking with Google, or
  • Attempted to use any other techniques, whether allowed by Google or not, to attempt to increase the SEO ranking of the site, or
  • Any other additional SEO or SMM related activity.

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LIXIA TECHNOLOGIES currently provides the SEO and SMM services to its customers on a monthly subscription model based on the level of support and on-going optimisation that is required. LIXIA TECHNOLOGIES shall provide You its SEO and SMM services that are aimed, but not guaranteed, to optimise pre-defined keywords and phrases, however, You agree to abide by the terms and conditions set forth herein and in each of LIXIA TECHNOLOGIES’ policies and procedures, as may be amended by LIXIA TECHNOLOGIES from time to time.

The SEO and SMM services are not guaranteed, but will be performed to the best of LIXIA TECHNOLOGIES knowledge and ability:

  • You should be satisfied once you have chosen to engage LIXIA TECHNOLOGIES to implement the SEO or (and) SMM service by examining LIXIA TECHNOLOGIES’ experience and previous work that LIXIA TECHNOLOGIES has the requisite knowledge and ability to implement the SEO or (and) SMM service for You.
  • Your website’s ranking with a particular Search Term will rely on both the relevancy of that term on your pages, the popularity of that term on other websites and the relevance of the back-links to your website to the search term.
  • Although Google’s results are displayed on other search engines, the work that is carried out by LIXIA TECHNOLOGIES is aimed at increasing visibility and boosting ranking on search engine. It is not possible to give a 100% guarantee for any specific result on any search engine, nor can LIXIA TECHNOLOGIES quantify the level of increased traffic or sales, as a result of the SEO campaign.
  • No guarantees will be given as to Your website’s or social media ranking as the search engines or social media provider change their ranking algorithms on a regular basis and new sites and competitor sites may be being optimised and submitted continually. It is possible for Your website’s rankings to go backwards, if this were to happen, no liability will be on LIXIA TECHNOLOGIES and no refunds or discounts given.
  • SEO or SMM deliverables are to improve Your website rankings on the keywords selected &/or close variations of these phrases. In some cases it may not be possible to improve rankings on certain keyword phrases and in this case LIXIA TECHNOLOGIES will select the closest relevant keyword phrases to optimise.
  • SEO and SMM processes take at least 2-3 months to show some significant effect. During this time the client site is analysed and optimised within the timelines and resources specified in agreement. Achieving stable high rankings can take up to 6-12 months or more.

LIXIA TECHNOLOGIES may provide hosting advice and will not be held liable for not achieving agreed upon goals in the event that such advice is not taken:

  • The Client agrees that their website is not hosted on free web-space using domain forwarding (either framed or otherwise).
  • In cases where there is either concern that the current hosting IP address may be part of a ‘bad neighbourhood’ or for reasons of optimisation, LIXIA TECHNOLOGIES may request the client to change hosting provider.

LIXIA TECHNOLOGIES cannot be held responsible for problems or additional costs arising due to any errors made by third parties, or failure to maintain a current copy of your own website.

 

Client acknowledges that Search Engine Optimization (“SEO”) is governed by many factors which are outside the direct control of LIXIA TECHNOLOGIES. Search Engines are third party systems with unknown variables, algorithms and indexing decisions that can change at any time and without notice over which we have no control. LIXIA TECHNOLOGIES will use best efforts, techniques and accepted standards to improve Client’s Search Engine Ranking but cannot guarantee of #1 ranking of Client’s website on any major Search Engine using Client’s desired keywords. Client further acknowledges that the website’s ranking with a particular Search Term will rely on both the relevancy of that term on your pages, and the popularity of that term on other websites.

LIXIA TECHNOLOGIES is not responsible for changes made to the website by other parties that adversely affect the search engine rankings of the Client’s website.

LIXIA TECHNOLOGIES is not responsible for the Client overwriting LIXIA TECHNOLOGIES work to the Client’s site. (e.g., Client/webmaster uploading over work already provided/optimized). The Client will be charged an additional fee for re-constructing content.

LIXIA TECHNOLOGIES follows a strictly ethical SEO/SMM policy and will not be responsible for any bans or search engine suspension for the following:

  • duplicate sites, duplicate content or pages, redirects or doorway pages.
  • link farms or any spanning techniques which may harm the web site’s ranking with Google.
  • Increased traffic or sales
  • hidden links
  • automated web site submission software or websites

With clients permission LIXIA TECHNOLOGIES will add an “SEO Services” by “LIXIA TECHNOLOGIES” link to the footer section of each website they work on.

 

Implementation of Google Adwords

LIXIA TECHNOLOGIES shall provide Client a management service of a Google AdWords account in accordance with the terms set out in the Project Brief.

Client expressly permits LIXIA TECHNOLOGIES to create a Google AdWords account on their behalf. Client acknowledges that Google AdWords are subject to Google’s Terms and Conditions. Client’s account will be deemed active once Google approves it for online advertising. LIXIA TECHNOLOGIES is not liable if Client’s account is rejected.

LIXIA TECHNOLOGIES acknowledges that Client owns the Google AdWords Account developed by LIXIA TECHNOLOGIES. Upon expiration of the term of this agreement Client may retain the account and all its configuration.

LIXIA TECHNOLOGIES will send an estimation for AdWords to the Client. Client agrees to review and approve the estimation within five (5) business days. LIXIA TECHNOLOGIES is not liable for errors or omissions once the ads are deployed.

Facebook and Social media advertising

LIXIA TECHNOLOGIES agrees to promote Client’s company on Facebook and/or Social Media sites including but not limited to Facebook and Instagram through targeted advertising campaigns per the agreed specifications set out in the Project Brief.

Client agrees to provide LIXIA TECHNOLOGIES with required information within 5 business days after the Commencement Date and further agrees that they will comply with any technical specifications provided to the customer by LIXIA TECHNOLOGIES.

Client agrees that any images to be used in advertisements will be supplied to LIXIA TECHNOLOGIES. Client acknowledges that if images are not provided, additional design fees may be payable. LIXIA TECHNOLOGIES will include these additional fees on the invoice.

Client acknowledges that Facebook and other social media  sites reserve the right to refuse adverts at any time for any reason, whether or not the same has already been acknowledged and/or previously published, including but not limited to for reasons relating to the contents of the advertisement or any technology associated with the advertisement. LIXIA TECHNOLOGIES will make every effort to create a substitute advertisement. If the advertisement is rejected due to content, LIXIA TECHNOLOGIES shall require Client to supply new copy acceptable to aforementioned sites. LIXIA TECHNOLOGIES cannot be held liable for rejection of ads by third party websites. Client acknowledges that if an advertisement previously accepted and displayed on a social media site is then subsequently removed by said site, prior to the end of the agreed period, that LIXIA TECHNOLOGIES is not liable for this decision and no refund will be payable.

 

Fees and Payments

Fees will be billed in advance on a Monthly cycle in your selected currency (Australian dollar) for Services. The Fees are based on the volume package you select and any excess fees from the previous billing cycle. You are responsible for reviewing the Fee Schedule from time to time and remaining aware of the Fees charged by LIXIA TECHNOLOGIES. The Fee Schedule, for both standard subscriptions and excess fees, is subject to change at any time at LIXIA TECHNOLOGIES discretion. LIXIA TECHNOLOGIES will notify you in writing prior to the effectiveness of any change to the fee schedule.

Where Search Engines require subscriptions in order to be registered these costs are the responsibility of the client unless otherwise stated in writing in the agreement or as published as part of the campaign that has been purchased. Where registration fees are required LIXIA TECHNOLOGIES will register the clients URL with the directories used by the major search engines. The client will be responsible for these fees unless stated in writing in the agreement or as published as part of the campaign that has been purchased.

 

Client agrees to pay for the Products and Services in full prior to work commencing on the Project Brief, unless otherwise agreed at LIXIA TECHNOLOGIES discretion. Invoices are payable within five (5) business days from the date of the invoice.

Client acknowledges that no refunds are available once the first payment of the project has been received.

Client will be billed for each month for the maintenance fee until customer provides LIXIA TECHNOLOGIES with a 30 days’ notice written cancellation request.

If Client provides LIXIA TECHNOLOGIES with their credit card information, you authorize LIXIA TECHNOLOGIES to automatically charge your credit or debit card for charges that apply to your account. Recurring charges will be posted to your credit card until such time that you cancel your account in accordance with LIXIA TECHNOLOGIES cancellation policy.

Client may elect to have invoices paid by direct debit. By completing a direct debit request, Client authorizes LIXIA TECHNOLOGIES to arrange for account funds to be debited to your account.

All payments to LIXIA TECHNOLOGIES will be made in AUD (Australian Dollar).

 

Late or Non-payment

If payment has been declined or has not been made, Client’s account will be suspended and a reactivation fee of $50 will apply.

If payment has not been received after 30 days, this will result in termination of our services and any links to LIXIA TECHNOLOGIES will be removed. Cancelled accounts cannot be reactivated and any account history or information will not be retrievable. No refund will be given thereafter.

 

Responsibilities and Restrictions

This is an Agreement for Services, and you are not granted a license to any software by this Agreement. You will not, directly or indirectly: reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of, or found at or through the Services or any software, documentation, or data related to the Services (“Software”); remove any proprietary notices or labels from the Services or any Software, modify, translate, or create derivative works based on the Services or any Software; or copy, distribute, pledge, assign, or otherwise transfer or encumber rights to the Services or any Software.
Unless you are expressly authorised by LIXIA TECHNOLOGIES, you may not display, copy, reproduce, or distribute the Software, any component thereof, any documentation provided in connection with the Services or the Software. Violation of these restrictions may result in the termination of this Agreement.

You acknowledge and agree that the Services and the LIXIA TECHNOLOGIES company names and logos and all related product and service names, design marks and slogans, are the property of LIXIA TECHNOLOGIES or its affiliates or suppliers (collectively, the “Marks”). You are not authorised to use any of the Marks in any advertising, publicity or any other commercial manner without the prior written consent of LIXIA TECHNOLOGIES. Your use of the Services confers no title or ownership in the Services, the Software or the Marks and is not a sale of any rights in the Services, the Software or the Marks.

The Services may only be used for lawful purposes. Transmission or solicitation of any material that violates Australian federal, state or other laws that may apply in this jurisdiction or your local area is prohibited.

In using the varied features of the Services, you may provide information (such as name, address, contact information, and other registration information) to LIXIA TECHNOLOGIES. LIXIA TECHNOLOGIES may use this information and any technical information about your use of the Services to tailor its presentations to you, facilitate your movement through the Service, or communicate separately with you. LIXIA TECHNOLOGIES will not provide information to companies you have not authorised for that purpose unless required by law or if you are terminated from LIXIA TECHNOLOGIES due to unsolicited commercial email being sent from your account.

You agree to complete and return an SEO Setup Form which will include details of your competition, your selection of keywords, for analysis and subsequent final approval and your FTP details within five (5) business days of signing the agreement. In the event that this is not provided LIXIA TECHNOLOGIES reserves the right to start the service based on the information available on the website.

 

Term of Agreement and Cancellation 

The Initial Term for the Agreement for Services shall continue as follows unless otherwise mutually agreed upon in writing:

–          30 days for search engine optimization contracts

–          30 days for Google AdWords and Social media advertising contracts

Following the Initial Term, this Agreement shall renew at the end of each 30-day period for a successive 30-day term unless either party provides a minimum of 30 days written notice of its intention not to renew or if both parties agree to enter a new contract term for a determined time period.

Cancellations become effective on the day processed by LIXIA TECHNOLOGIES. Client will be notified of the cancellation via email.

LIXIA TECHNOLOGIES may terminate this Agreement or the Services, or disable your account, in each case at any time with or without cause, and with or without notice. LIXIA TECHNOLOGIES shall have no liability to you or any third party because of such termination or action.

Client acknowledges and agrees that LIXIA TECHNOLOGIES, at its sole discretion, may suspend services or terminate this Agreement if the Client:

  1. a) Fails to pay any sum due under this Agreement and such sum remains unpaid for 5 business days after written notice from LIXIA TECHNOLOGIES that such sum has not been paid;
    b)Ceases to carry on business or become insolvent, or have an administrator or receiver appointed or enter into liquidation or enter into any agreement with its creditors; or
    c)Fails to fulfil any of its obligations under any part of this or any other agreement that it has with LIXIA TECHNOLOGIES; or
    d) Interferes with or impairs the Service, or LIXIA TECHNOLOGIES ability to deliver the Services.
    e) Behaves in a manner found to be unlawful, inconsistent with, or in violation of, the letter or spirit of the terms of this Agreement.
Cancellation of Facebook ad Campaigns

Lixia Technologies owns all the rights to Facebook ad campaigns created (designed and set up) for the client. If the client decides to terminate the SMM or Facebook ad services, Lixia Technologies has the right to delete all the Facebook ad campaigns created by Lixia Technologies on the clients Facebook ad manager. Hence, the Facebook ad campaigns will no longer be available for utilisation on clients Facebook ad manager.

Warranty Disclaimer 

Use of the services and any reliance by you upon the services, including any action taken by you because of such use or reliance, is at your sole risk. LIXIA TECHNOLOGIES does not warrant that the services will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained from use of the services. The services are provided “as is” and LIXIA TECHNOLOGIES disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose and non-infringement.

LIXIA TECHNOLOGIES does not give any warranty in respect of our services other than as is implied by law.

 

Liability

To the maximum extent permitted by law, under no circumstances and under no legal theory, tort, contract, or otherwise, shall LIXIA TECHNOLOGIES or any of its underlying service providers, business partners, information providers, licensors, officers, directors, account providers, employees, distributors or agents (collectively referred to for purposes of this section as “LIXIA TECHNOLOGIES”) be liable to you or any other person for any money damages, whether direct, indirect, special, incidental, cover, reliance or consequential damages, even if LIXIA TECHNOLOGIES shall have been informed of the possibility of such damages, or for any claim by any other party. In the event that notwithstanding the foregoing, LIXIA TECHNOLOGIES is found liable to you for damages from any cause whatsoever, and regardless of the form of the action (whether in contract, tort (including negligence), product liability or otherwise), the liability of LIXIA TECHNOLOGIES to you will be limited to the amount you paid for the services. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so this limitation and exclusion may not apply to you.

We will not be held liable for any action or inaction relating to our services. We offer a quality service at highly competitive rates. We believe that our system is highly secure from the actions of hackers, viruses and other problems on the internet but can make no guarantees. We will not be liable for loss of sales, leads or reputation from using our services.

 

Confidentiality

Save as provided in this Agreement each party shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed by one party to the other. Each party shall restrict disclosure of such confidential material to such of its employees as need to know the same for the purpose of discharging its obligations under the Agreement and shall ensure that such employees are subject to corresponding obligations of confidentiality.

 

Indemnification

Client agrees to indemnify and hold harmless LIXIA TECHNOLOGIES, its employees, directors, heirs and assigns against all liability, loss, damage and expense of any nature, including attorneys’ fees, arising out of the publishing, distribution, or transmission of any advertisement submitted by or on behalf of the Client or the linkage of any advertisement to any other material.

Severability

If a clause or part of a clause is read in a way that makes it illegal, unenforceable or invalid, but can also be read in a way that makes it legal, enforceable and valid, it must be read in the latter way. If any clause or part of a clause is illegal, unenforceable or invalid, that clause or part thereof is to be treated as removed from this document, but the rest of this document is not affected.

Force Majeure

The performance of the services by LIXIA TECHNOLOGIES under this Agreement might be suspended for periods of delay resulting from a Force Majeure which, for purposes of this Agreement, shall refer to events beyond the control of and affecting LIXIA TECHNOLOGIES that are unforeseeable or if foreseeable cannot either be prevented or avoided by the exercise of reasonable diligence, without any accompanying fault or negligence of LIXIA TECHNOLOGIES, which prevents or materially affects the ability of LIXIA TECHNOLOGIES to comply with any of its obligations under this Agreement, including revolution, rebellion, insurrection, state of intervention, act of war (declared or undeclared), hostiles, riot or civil commotion, earthquake, adverse weather conditions, flood, fire or other natural physical disaster, general shortages, or unavailability of coal or fuel, energy, transport, strikes or other labor-related disturbance, litigation or threatened litigation adversely affecting or with the potential to adversely affect the subject matter and objectives of this Agreement, and delays caused by government action or inaction, complying with regulatory or bureaucratic procedures or the introduction or threatened introduction of new laws or regulations adversely affecting or with the potential to adversely affect the subject matter and objectives of this Agreement.

 

Fair use policy

We employ a fair use policy to the services we provide to our customers. If we believe, for any reason, that you are not behaving in a manner expected of a LIXIA TECHNOLOGIES customer then we reserve the right to terminate your account – effective immediately.

 

Dispute resolution

The parties will, in good faith, attempt to resolve any dispute, claim or controversy arising out of or relating to this Agreement by negotiation. Either party may initiate negotiations by providing written notice in letter-form to the other party, setting forth the subject of the dispute and the relief requested. The recipient of such notice will respond in writing within five days with a statement of its position on, and recommended solution to, the dispute. If the dispute is not resolved by this exchange of correspondence, then representatives of each party with full settlement authority will meet at a mutually agreeable time and place within ten days of the date of the initial notice in order to exchange relevant information and perspectives, and attempt to resolve the dispute. If the dispute is not resolved by these negotiations, the matter shall be submitted to mediation in accordance with, and subject to, The Institute of Arbitrators & Mediators Australia Mediation and Conciliation Rules.

If the dispute or difference is not settled within 30 days of the submission to mediation and provided such period is not extended by consent of the parties, it shall be and is hereby submitted to arbitration in accordance with, and subject to, The Institute of Arbitrators & Mediators Australia Rules for the Conduct of Commercial Arbitration.

Notwithstanding the existence of a dispute or difference each party shall continue to perform the Agreement.

This clause shall survive termination of this Agreement.

 

Jurisdiction

This Contract shall be governed by the laws of the State of New South Wales, Australia. The parties submit all disputes arising between them to the courts in the State of New South Wales and any court competent to hear appeals from those courts of first instance.