Last updated: 2 September 2025
1. Definitions and Interpretation
- “Business Day” means a day (other than a Saturday, Sunday or public holiday) when banks in Australia are open for business.
- “Contract” means the agreement between Ecomexperts and the Client for the supply of Services, comprising these Terms and the accepted Quote/Order (including any specification).
- “Client” means the individual or business purchasing the Services.
- “Force Majeure Event” includes events beyond reasonable control (e.g., strikes, utility failures, acts of God, war, compliance with law, fire, flood, supplier defaults).
- “Intellectual Property Rights” (IPR) means all intellectual property and related rights (registered or unregistered) worldwide.
- “Order/Quote” means Ecomexperts’ written proposal accepted by the Client (including acceptance by signature, email, or commencement of Services).
- “Services” means SEO and related services described in the Order (e.g., audits, on-page/off-page optimisation, content and technical recommendations, reporting).
- “GST” means goods and services tax under Australian law.
Interpretation: headings are for convenience; singular includes plural and vice versa; references to legislation include amendments and subordinate instruments.
2. Application of These Terms
2.1 These Terms apply to all engagements between Ecomexperts and the Client, to the exclusion of any different or inconsistent terms proposed by the Client.
2.2 These Terms and the Order/Quote may only be varied by a written document signed or clearly agreed in writing by both parties.
3. Formation of Contract
3.1 The Client’s Order constitutes an offer to purchase the Services in accordance with these Terms; the Client is responsible for ensuring all details and specifications are complete and accurate.
3.2 The Order is accepted, and the Contract formed, when Ecomexperts issues a written acceptance or begins performing the Services, whichever occurs first.
4. Ecomexperts’ Obligations
4.1 Ecomexperts will provide the Services with reasonable care and skill and substantially in accordance with the specification in the Order.
4.2 Any dates for performance are estimates; time is not of the essence. Ecomexperts is not liable for delays caused by Force Majeure or the Client’s failure to provide information, approvals, access, or instructions.
4.3 Ecomexperts may make changes required to comply with law or to maintain best-practice SEO standards.
4.4 Ecomexperts may use reputable subcontractors or affiliates but remain responsible to the Client for performance.
5. Client Responsibilities & Indemnities
5.1 The Client must provide timely access (e.g., CMS, hosting, analytics, Search Console, e-commerce platform), accurate information, approvals, and an internal contact with requisite authority to implement changes.
5.2 The Client must promptly implement recommended changes (or authorise Ecomexperts to implement them) and notify Ecomexperts without delay of changes to domains, site architecture, redirects, or technical setup that may affect the Services.
5.3 If the Client fails to provide required inputs or implement changes within agreed timeframes (and in any case within 15 Business Days of request), Ecomexperts may invoice for Services supplied and for remaining Services allocated to that period, whether or not deliverable without the Client’s input.
5.4 The Client is solely responsible for website content legality and warrants that supplied materials do not infringe any third-party rights; the Client indemnifies Ecomexperts against related losses or claims.
5.5 The Client should avoid engaging multiple SEO providers for the same scope to prevent conflicting changes and adverse outcomes.
6. Scope, Third-Party Services & No Guarantees
6.1 Services may include strategy, audits, technical and on-page recommendations, content/metadata optimisation, internal linking, off-page strategy, and reporting.
6.2 Some Services depend on third-party platforms/tools (e.g., search engines, analytics, hosting, Shopify/BigCommerce apps). Those are governed by third-party terms; Ecomexperts does not control their availability or performance.
6.3 No performance warranties: Search rankings, traffic, conversions, and placement cannot be guaranteed due to algorithm updates, competitor activity, and third-party changes.
6.4 The Client acknowledges that failure to implement recommendations or frequent unadvised site changes may diminish results.
7. Pricing, Invoicing & Payment
7.1 Fees are in AUD & USD and exclusive of GST unless stated otherwise.
7.2 Ecomexperts may invoice monthly (in advance for retainers or upon delivery for project work) as specified in the Order.
7.3 Payment terms: within 7 Business Days of invoice, in cleared funds, without set-off or deduction (except as required by law). Late payment is a material breach and may result in suspension or termination.
7.4 Where Client delay prevents delivery in whole or part, Ecomexperts may charge a reasonable amount equivalent to Services allocated for that period and charge for extra work required due to the delay.
7.5 Expedited timelines requested by the Client may incur priority fees.
8. Delays, Issues & Remedies
8.1 If Services are materially delayed or not in conformity with the Contract, Ecomexperts will remedy or re-deliver within a reasonable period; if issues persist after reasonable attempts, the Client may cancel the affected Services in accordance with clause 13 (for material breach).
8.2 Complaints regarding delays or non-conformity must be raised promptly upon discovery and no later than 48 hours after the Client becomes (or ought to become) aware; otherwise Services may be deemed accepted for that period.
8.3 The Client acknowledges Ecomexperts is not responsible for third-party outages or failings (e.g., search engines, hosting, analytics), though reasonable assistance may be provided as additional billable time.
9. Liability
9.1 Except as expressly stated in these Terms, Ecomexperts has no liability for any loss arising from or in connection with the Services. Categories excluded include indirect or consequential loss, loss of profit, savings, data, business opportunity, goodwill, or the effects of fraudulent/invalid clicks beyond Ecomexperts’ control.
9.2 Subject to law and clause 10, Ecomexperts’ total aggregate liability under or in connection with the Contract will not exceed the total Fees invoiced for the Services during the 12-month period preceding the event giving rise to liability.
10. SEO-Specific Limitations
10.1 Ecomexperts is not liable for (a) hacking, malware, or security incidents affecting Client systems, (b) changes by the Client or third parties (e.g., themes, apps, redirects) that affect SEO, (c) search engine algorithm/terms changes, policy updates, pricing or program changes, or (d) minimum impressions/positions/click volumes.
10.2 If the Client does not implement recommendations, the Client accepts responsibility for any lack of success.
11. Intellectual Property
11.1 The Client warrants it has rights to all assets it supplies (copy, imagery, data) and grants Ecomexperts a licence to use them to provide the Services. The Client indemnifies Ecomexperts against claims arising from supplied materials.
11.2 Unless otherwise agreed, all new IP created by Ecomexperts in performing the Services (excluding Client materials and third-party assets) is owned by Ecomexperts; the Client receives a non-exclusive, non-transferable licence to use deliverables for internal business purposes upon full payment.
11.3 Ecomexperts may reference the Client’s name/logo as a portfolio/client reference during the engagement and for 18 months after termination, unless the Client opts out in writing.
12. Confidentiality & Privacy
12.1 Each party must keep the other’s confidential information secure and disclose it only to personnel or subcontractors who need to know it and who are bound by similar obligations. These obligations survive termination.
12.2 During the Contract and for 5 years after, each party must protect confidential information, subject to standard exceptions (public domain, independently developed, law-required disclosure).
12.3 Each party will comply with applicable Australian privacy laws when handling personal information.
13. Term, Renewal, Suspension & Termination
13.1 No long-term lock-ins: Unless a fixed project term is stated in the Order, Services operate month-to-month with 30 days’ written notice to cancel, reflecting Ecomexperts’ flexible campaign approach.
13.2 For fixed-term engagements, the Contract ends on the stated end date unless extended by mutual agreement. If Services continue beyond the end date, they convert to month-to-month on clause 13.1 notice terms. (SEO Sydney uses longer notice in its own agreement; Ecomexperts adopts a shorter, flexible period.)
13.3 Either party may terminate for material breach not remedied within 30 days of written notice, or immediately for insolvency events.
13.4 Ecomexperts may suspend Services or terminate immediately for non-payment.
13.5 On termination, the Client must pay all amounts due for Services delivered (and allocated work where delivery was prevented by Client delay). Certain clauses survive termination (e.g., fees, IP, confidentiality, limitation of liability).
14. Force Majeure
14.1 Neither party is liable for failure or delay caused by a Force Majeure Event.
14.2 If performance is impeded for more than 6 months, either party may terminate on written notice without liability (except for accrued fees).
15. Non-Solicitation
During the Contract and for 12 months afterwards, the Client will not solicit or engage Ecomexperts personnel directly involved in delivering the Services.
16. Variations, Waiver, Severability & Third-Party Rights
16.1 Valid variations must be in writing and signed/clearly agreed by authorised representatives.
16.2 A failure to enforce a right is not a waiver. If any clause is invalid or unenforceable, the remainder remains in force. No third party has rights under this Contract.
17. Governing Law, Dispute Resolution & Notices
17.1 This Contract is governed by the laws of Western Australia, and the parties submit to the non-exclusive jurisdiction of WA courts. (Tailored’s terms use Australian law and non-exclusive jurisdiction; this localises it to WA.)
17.2 The parties will first attempt to resolve disputes through good-faith negotiation and, if appropriate, mediation before commencing proceedings.
17.3 Notices must be in writing and sent to the addresses specified in the Order. For Ecomexperts, please email marc@ecomexperts.au.