1.1. In these Product Terms, these words have the following defined meaning: Google Adwords means the online advertising product of the Supplier, Google. Google Analytics means the website data service offered by the Supplier, Google. Search Engine Optimisation or “SEO” means the tools and techniques aimed at improving the search ranking of Clients Website and relevant traffic on the keywords selected and/or close variations of these phrases, and include search engine marketing techniques. Other capitalised terms have the same meaning as in the General Terms and Conditions, unless otherwise stated.
2. Product Services 2.1. For this Product, the Service consists of SEO services. 2.2. This Service may include a Campaign Setup Fee (the cost of setting up the SEO services), the Campaign Fee (the cost of the SEO services, and the conversion tracking technology) and the Campaign Management Fee (cost of Service management and reporting) as set out in the Cover Sheet. 2.3. Creative Toro may use a Supplier for providing some or all of the Services. Where relevant, Creative Toro will notify Client, and Client is responsible for ensuring they are complying with the most recent version of the Supplier terms.
3. SEO services 3.1. Client will: 3.1.1. authorise Creative Toro and its Suppliers to Submit Client Website pages being promoted to search engines and directories; 3.1.2. authorise Creative Toro to optimise the structure and content of Client’s Website pages. Such changes generally have a minimal visual impact, and Creative Toro will work directly with Client in order to maintain the original look and feel of Client Website; 3.1.3. provide Creative Toro with log-on information (username and password) so Creative Toro can gain FTP access to the Client Website; 3.1.4. allow implementation of all optimisation strategies on Client Website; 3.1.5. inform webmasters or anyone else who has access to the Client Website that Creative Toro are performing the SEO Services on the Website; and 3.1.6. ensure Client Website is always active and accessible.
3.2. Creative Toro may change at any time key-words used in a SEO campaign at any time without giving you notice. 3.3. Client agrees and acknowledges that the Service may be detrimentally affected if Client has: 3.3.1. employed the services of another SEO provider, or any other related services to work on the Client Website during the same period or previously/in the past; 3.3.2. employed the services of a search engine submission company during the same period; 3.3.3. created any duplicate sites, duplicate content or pages, redirects or doorway pages; 3.3.4. requested or exchanged links with link farms or undertaken any spamming techniques which may harm the Client Website; or 3.3.5. attempted to use any other techniques, whether allowed by Google or other Suppliers or not, to attempt to increase the SEO ranking of the site.
3.4. Creative Toro makes no warranty or representation: 3.4.1. as to the position your advertisement is placed on a search result page, or the frequency and time of day that your advertisement is displayed; 3.4.2. for any specific result on any search engine; 3.4.3. as to the quantity or quality of increased traffic or sales to Client Website; or 3.4.4. as to Client Website’s ranking. In particular, Client acknowledges that the search engines change their ranking algorithms on a regular basis and new sites and competitor sites may be being optimised and submitted continually.
3.5. While Google’s results are displayed on other search engines, Creative Toro Services are aimed at increasing visibility and boosting traffic from Google. Google does change its algorithm and Creative Toro are not responsible for the client’s rankings due to this algorithm change. Creative Toro will endeavour to maintain clients Google rankings, but the client acknowledges that Creative Toro is not liable for any loss of business due to ranking fluctuations caused by Google algorithm changes. Plus if client has had any previous SEO work carried out on their website by another SEO company, Creative Toro is not responsible for the client’s ranking fluctuations that may have been caused by this previous SEO work.
3.6. Client acknowledges and agrees that:
3.6.1. the information available on or through Client Website following application of the Services is not reviewed, controlled or examined by Creative Toro in any way before it appears on Client’s Website;
3.6.2. Creative Toro does not endorse, verify or otherwise certify the contents of any such information;
and 3.6.3. Client remains at all times legally responsible for the content of Client Websites (including in connection with infringement of intellectual property rights of any other party).
3.7. Client acknowledges and agrees that the number of new visits to Client Website may be affected if: 3.7.1. Supplier discontinues or changes its product in such a way as to make the Service redundant; 3.7.2. Client Website is offline for a period of 14 days or more; 3.7.3. there has been a break in the Service due to non-compliance with this Agreement; and/or 3.7.4. Client has not supplied Creative Toro with sufficient information to have Client’s listings published within 14 days of signing the Agreement.
3.8. Creative Toro does not warrant or guarantee that:
3.8.1. any information available on or through Creative Toro will be free of infection by viruses, worms, trojan horses or anything else manifesting contaminating or destructive properties;
or 3.8.2. that the functions or services performed by Creative Toro or a Supplier will be uninterrupted or error-free, or that defects in Services will be corrected.
3.9. Client remains responsible for the ongoing security and integrity of their own software, website, networks and systems. Creative toro is not the webmaster/Administrator of the client's website.
3.10. Client agrees to pay Creative Toro the Product Fees as set out in the Quote. If the client wishes to terminate the SEO services as provided by Creative Toro, this must be done in writing and 60 days notice is required. All links remain the intellectual property of Creative Toro and can be removed at the sole discretion of Creative Toro at the end of the campaign. No refunds at any circumstances will be provided by Creative Toro at any point in time for any SEO work carried out. The client does not own any of the links created for the SEO campaign.
3.11 In an event where Google performs an algorithm update, this may delay search result ranking. Creative Toro always performs a thorough evaluation of the client’s website after every Google algorithm update to make sure that the clients website still complies with the latest changes. A recommendation will be provided by Creative Toro to the client if the clients site is found not in compliance to the latest Google algorithm changes and this recommendation will be implemented within the next 14 days.
3.12 Creative Toro will not be held responsible for any un-ethical SEO methods performed by client’s previous SEO service provider. Creative Toro however, will do what it can to assist the client in rectifying un-ethical SEO methods implemented by previous SEO service provider as best as they can.
3.13 Cancellation of SEO services must be in writing and 60 days notice is required.
4. Reporting 4.1. Client will be given reports on a monthly basis detailing Client Website rankings. 4.2 Client acknowledges that they must give 60 days notice in writing if they wish to terminate the SEO service provided by Creative Toro. Client acknowledges that they must pay for monthly SEO service in advance before any work can be carried out. Client acknowledges that rankings may suffer if SEO payments are not paid promptly when invoiced, as Creative Toro will only implement SEO when paid. Creative Toro DOES NOT have to provide proof of any link building activity and does not have to show the client any of the links that they have built.
Reservation of Rights:
All rights not expressly granted in the work order are retained by Creative Toro. Any use additional to that expressly granted in the work order requires arrangement for payment of a separate fee.
Revisions may be made only by Creative Toro at the Preliminary Design phase. Additional fees will be charged for revisions made after 2 preliminary design revisions, and for additions to project scope.
Fifty percent (50%) upon project commencement, remaining upon project completion.
Payment due Net Fifteen days (15) days from issuance of invoice. A one and one half (1.5%) monthly service charge will be billed against late payments. Grant of copyright is conditioned upon receipt of final payment, and upon Client's compliance with the terms of this agreement.
In the event of Cancellation, Creative Toro will be compensated for services performed through the date of cancellation in the amount of a prorated portion of the fees due. Upon cancellation all rights to the website revert to Creative Toro and all original art must be returned, including sketches, comps, or other preliminary materials.
Credits and Promotion:
A credit line suitable to the design of the pages will be used. Client agrees to pay an additional fifty percent (50%) of the total fee, excluding expenses, for failure to include credit line. Creative Toro reserves the right to include screen shots of the completed work in his portfolio.
Creative Toro retains all rights in and to all Preliminary Designs. Client shall return all Preliminary Designs to Creative Toro within thirty (30) days of completion of the project and all rights in and to any Preliminary Designs shall remain the exclusive property of Creative Toro.
Rush work fees
Creative Toro will charge CAD$90 for rush work, previously agreed in written or verbally with client.
Permissions and Releases:
The Client agrees to indemnify and hold Creative Toro harmless against any and all claims, costs, and expenses, including attorney's fees, due to materials included in the Design at the request of the Client for which no copyright permission or privacy release was requested, or for which uses exceed the uses allowed pursuant to a permission or release.
This Agreement shall be binding upon the parties, their heirs, successors, assigns, and personal representatives. This Agreement constitutes the entire understanding of the parties. Its terms can be modified only by a writing signed by both parties, except that the Client may authorize expenses or revisions orally. Any dispute arising out of this agreement will be resolved by negotiation between the parties. If they are unable to resolve the dispute, either party may commence mediation and/or binding arbitration through the Canadian Arbitration Association. A waiver of a breach of any of the provisions of this Agreement shall not be construed as a continuing waiver of other breaches of the same or other provisions. This Agreement shall be governed by the laws of the Province of Ontario and courts of such Province shall have exclusive jurisdiction and venue.