SERVICES

David Hamann [trading names: local publicity / Write Fuel] will provide search engine optimisation services (the “Services”) on the terms and conditions of this agreement. David Hamann [trading names: local publicity / Write Fuel] will commence providing the Services once the Client has signed copy of this agreement, the Client has made any required pre-payments, and David Hamann [trading names: local publicity / Write Fuel] has completed the initial setup (the “Commencement Date”). Any services which the Client requests David Hamann [trading names: local publicity / Write Fuel] to provide that are outside the scope of the Services will be provided at the hourly rate specified during the quotation.

FEES

(a) The Client will pay the fees specified in the Order Form (the “Fees”) within 5 days of the issue date of a valid invoice without set-off, counterclaim or condition. Subject to clause 2(b), the Client will make payment by using one of the payment methods which is approved for use by David Hamann [trading names: local publicity / Write Fuel] from time to time.
(b) All fees are quoted exclusive of applicable taxes for Australia or other applicable sales taxes.

CLIENT RESPONSIBILITIES

For the sole purpose of providing the Services, the Client:
(a) will promptly provide all other assistance reasonably required by David Hamann [trading names: local publicity / Write Fuel].

CLIENT ACKNOWLEDGEMENTS

The Client acknowledges that the matters listed below may adversely affect the ability of David Hamann [trading names: local publicity / Write Fuel] to deliver the Services. The Client agrees that David Hamann [trading names: local publicity / Write Fuel] will not be deemed to have breached this agreement, will not have any liability for loss or damage incurred by the Client, and will be entitled to all Fees for Services rendered notwithstanding the occurrence of all or some of the following matters during the term of this agreement:
(a) if the ranking of the Website adversely changes for any reason. In this respect, the Client acknowledges that David Hamann [trading names: local publicity / Write Fuel] does not guarantee the ranking of the Website;
(b) if the growth in use or popularity of the Keywords or Phrases, or analogous keywords or phrases, adversely affects the ranking of the Website;
(c) if a Search Engine provider modifies its search engine to change the methodology or algorithms used for ranking webpages or obtaining search results which adversely affects the ranking of the Website;
(c) the date a party suffers an insolvency event which includes, but is not limited to, the appointment of a receiver, administrator, liquidator, the cessation of business, an inability or refusal to pay the fees specified during the sale quote, or the when that party is presumed to be insolvent under the Australian Law.
(d) if a Search Engine provider modifies its search engine to remove, drop or suspend the Client’s Website from its webpage ranking system or search result system;
(e) if a Search Engine provider does not process or does not promptly process any submissions made by David Hamann [trading names: local publicity / Write Fuel];
(f) if a government agency or an internet service provider takes any action which adversely affects the ranking of the Website;
(g) if the Client makes changes to the Website, whether on its own initiative or through another person, which adversely affects the ranking of the Website or the ability of David Hamann [trading names: local publicity / Write Fuel] to provide the Services. In this respect, the Client agrees that David Hamann [trading names: local publicity / Write Fuel] will be entitled to charge the Client an additional fee to re-optimise the Website based on the hourly rate quoted (ex any applicable taxes); or
(h) if the Client selects one SEO methodology to be used to optimise the Website. In this respect, the Client acknowledges that the SEO methodologies have different levels of functionality and that some SEO methodologies may be superior to others. The client further acknowledges that it may select and pay for additional SEO methodologies should it wish to improve the ranking results and search results obtained by its Website.

INTELLECTUAL PROPERTY

The Client warrants to David Hamann [trading names: local publicity / Write Fuel] that it owns or holds a valid licence in respect of all intellectual property, whether registered or unregistered, that is set out on its Website. The Client agrees to indemnify David Hamann [trading names: local publicity / Write Fuel] against any loss or damage which David Hamann [trading names: local publicity / Write Fuel], its directors, officers, employees or contractors suffer or incur as a result of any claim of infringement of intellectual property rights made against them by a third party in connection with the intellectual property set out in the Website. This clause survives the termination of this agreement.

TERM AND TERMINATION

This agreement commences on the date of full execution by both parties. This agreement ends on the earlier of:
(a) the last day for the delivery of the Services;
(b) the date which is 30 days after the delivery of a written notice given by a party to the other party; this being either from the Client to the Campaign Manager, or from David Hamann [trading names: local publicity / Write Fuel] to the Client; or
(c) the date a party suffers an insolvency event which includes, but is not limited to, the appointment of a receiver, administrator, liquidator, the cessation of business, an inability or refusal to pay the fees specified in the Order Form, or the when that party is presumed to be insolvent under the Australian Law.
All monies owed to David Hamann [trading names: local publicity / Write Fuel] must be paid on the termination date subject to the provision of an invoice.

FORCE MAJEURE

This Agreement and any appendices attached thereto constitute the sole agreement between the Company and the Client regarding this project. It becomes effective only when signed the Client. It is the spirit of this agreement that this will be a mutually beneficial arrangement between the Company and the Client.
If an event or circumstances occurs which prevents
David Hamann [trading names: local publicity / Write Fuel] from delivering all or part of the Services that are outside the control of David Hamann [trading names: local publicity / Write Fuel] (a “Force Majeure event”), then David Hamann [trading names: local publicity / Write Fuel] will be:
(a) relieved of its obligation to provide the Services; and
(b) entitled to claim any fees for the duration of the Force Majeure event,
provided that it promptly notifies the Client of the problem and takes all reasonable steps to continue to provide the Services as soon as practical. If a Force Majeure event subsists for more than a month, then the parties will enter into good faith negotiations to consider what action should be taken.

CONSEQUENTIAL LOSS

Notwithstanding anything to the contrary in this agreement, neither party is liable for any indirect or consequential loss or damage whatsoever caused or suffered by the other party in connection with this agreement.

LIMITATION OF LIABILITY

Subject to clauses 7 and 12, the liability of David Hamann [trading names: local publicity / Write Fuel] to the Client for any losses arising in relation to this agreement as a result of the non-performance or breach of this agreement by David Hamann [trading names: local publicity / Write Fuel] or negligence of David Hamann [trading names: local publicity / Write Fuel] in connection with this agreement, shall not exceed the sum of the monies paid or to be paid by the Client for the total active campaign period prior to the date on which the liability accrued.

STATUTORY WARRANTIES

To the maximum extent permitted by law, all statutory warranties in relation to the Services are excluded.

CONFIDENTIALITY

The parties must keep this agreement and its terms strictly confidential and must not disclose same without the prior written consent of the other party. The foregoing provision does not apply to a party who is required by law or the rules of a stock exchange to disclose this agreement and its terms, or who wishes to disclose this agreement and its terms to its professional advisers who are under a duty of confidentiality, or to information which is in the public domain other than as a result of a breach of this agreement.

DISPUTE RESOLUTION

All disputes must first be attempted to be resolved by the senior managers of the parties by way of good faith discussions before a party commences any legal action or court proceedings. If the parties are unable to resolve the dispute within [14] days of the commencement of those discussions, then either party may pursue its rights and remedies under this agreement or as at law as it sees fit.
Except if the dispute renders it impossible to do so, the parties will continue performing their respective obligations under this agreement while the dispute is being resolved. The foregoing sentence does not apply to the payment of any monies owed by the Client to David Hamann [trading names: local publicity / Write Fuel].

NOTICES

All notices given in accordance with this agreement must be given by a person authorised to do so on behalf of a party and addressed to the person authorised to receive the notices by the other party at the last known address for that party. Notices may be given by hand, post, fax or email to the party’s authorised representative.

VARIATION

A variation to any term of this agreement must be in writing and signed by the parties.

ASSIGNMENT

The Client is not permitted to assign all or part of this agreement without the prior written consent of David Hamann [trading names: local publicity / Write Fuel].

SEVERABILITY

If any part or provision of this agreement is held or found to be void, invalid or otherwise unenforceable, or in the particular circumstances will operate to contravene any law, it will be deemed to be severed from this agreement to the extent that it is void or invalid or unenforceable, but the remainder of that clause and this agreement will remain in full force and effect.

WAIVER

A waiver of any right arising from a breach of this agreement or of any right or remedy arising therefrom must be in writing. A failure or delay in exercising a right arising from a breach of this agreement does not result in a waiver of that right or remedy.

RELATIONSHIP

Nothing in this agreement is to be construed to constitute the parties as partners nor constitute any of the parties the agent of the other party.

ENTIRE AGREEMENT

This agreement supersedes all prior writings or understandings between the parties with respect to its subject matter hereof.

GOVERNING LAW AND JURISDICTION

This agreement is governed by the laws of New South Wales, Australia. The parties irrevocably submit to the non-exclusive jurisdiction of the courts of New South Wales, Australia. and the courts which hear appeals there from.

PRECEDENCE OF DOCUMENTS

Any or all accompanying documents are deemed to be part of this agreement. If there is an inconsistency between these documents, the Order Form, will prevail to the extent of the inconsistency.

INTERPRETATION

In this agreement:
(a) headings are for convenience only and do not affect the interpretation of this agreement;
(b) words importing the singular include the plural and vice versa;
(c) examples are included for illustrative purposes only and do not limit the interpretation of this agreement;
(d) a reference to a document includes all amendments or supplements to that document; and
(e) no provision of this agreement will be construed adversely to a party solely on the ground that it was responsible for the preparation of this agreement or that provision.

SURVIVAL

Clauses 5, 8, 9, 10, 11, 13, 14, 22 and this clause 24 survive the termination of this agreement.

COUNTERPARTS

This agreement may be executed in any number of counterparts. All counterparts, when taken together, constitute on instrument.