OVERVIEW AND IMPORTANT ACKNOWLEDGEMENTS
- 1. Your Listing Expert will formally call and confirm details supplied at time of sign up. Your Listing Expert cannot proceed in delivering the product in full until this information is confirmed with the account holder or elected representative (this is to ensure there are no mistakes in your published information).
- 2. The nominated bank account will be charged the set up fee at point of sale to the value + tax agreed at point of sale.
- 3. The nominated bank account will be charged on an ongoing monthly basis to the value agreed at point of sale + tax. Monthly charges are starting from the following month, not from when the listing appears on front page (most of the hard work is put in when the listing isn’t visible in order to optimize your listing to start appearing on the front page).
- 4. I understand that the process of set up often requires a postcard being sent from Google. This can take up to 4 weeks. Your Listing Expert takes no responsibility for postal issues that may cause a delay. Other work and back end work will be taking place whilst we wait for the arrival of the verification pin.
- 5. The postcard from Google will contain a pin number that must be supplied to Your Listing Expert in order for the services to be supplied in full. Your Listing Expert takes no responsibility for delay. If the pin is not supplied either by phone or email. Your Listing Expert will make every attempt to receive the pin. If not received Your Listing Expert will re-order to start process again.
- 6. Due to the changing nature of the internet and Google’s search algorithms, practices, policies and functionality; I understand Your Listing Expert cannot guarantee the time it will take to deliver results. However, we are happy to offer our Listing Expert promise. If we don’t get at least 1 keyword in the Top 10 of Google Places in your local town within 60 days of verification, you are entitled to a refund of costs.**
- 7. For Priority Plus Add on packs, if we do not achieve Top 3 within 90 days you are entitled to a refund of the add on costs (49.99 CAD + p/month).
- 8. I understand that my Google Places rank will change frequently as they are controlled by Google. For any queries or concerns, I will contact Your Listing Expert Customer Service Team.
- 9. I understand with Prioritize Me product involving “surrounding areas”, Your Listing Expert cannot predict frequency of rank on keywords in surrounding areas as this is solely controlled by Google.
- 10. Your Listing Expert will assist in every way possible but cannot control content of any reviews posted about your business on the Google Places.* Ask about our review management product if required.
- 11. I understand that Your Listing Expert is not owned or affiliated in any way with Google. Your Listing Expert specialize in setting up and optimizing the Google Places listings.
- 12. I understand that this is a monthly rolling contract that can be opted out giving 30 days’ notice either through phone or email. We understand our cancellation notice isn’t recognized until we have received a confirmation email from Customer Service.
- 13. I understand refunds will not be issued for a drop in ranking outside of the 60 day period as Google updates and changes might affect rankings; however, I understand Your Listing Expert will be re-optimizing my listing and working on it continually in order to achieve top 10 rankings in this case.
- 14. I understand that during and after the set up process, Google sometimes requires business’ to be re-verified . This may affect timelines set for rankings and current rankings.
- 15. I understand that any failure or defaulted payments within my duration with Your Listing Expert forfeits all rights to refunds and time line guarantees as this will affect the normal process of work completed by the technical team.
- 16. I understand that re-verification will occur from time to time at the request of Google. This can affect ranking but I understand Your Listing Expert will do everything in their power to resolve and ensure ranking effects are rectified as soon as possible. This may also effect the 60/90 day money back guarantee if it occurs during that period, for any concerns I will raise this with my case manager.
TERMS AND CONDITIONS (FULL DETAIL)
Your Listing Expert shall provide the Services in accordance with your Application Form and this Agreement and any time frames set out therein shall be estimates only and time for performance shall not be of the essence.In order to provide the Services, you grant us the sole and exclusive right to manage and operate your Google account, username, password and pin code (whether this account was set up prior to this Agreement or otherwise), and you shall provide us with such account, username, password and pin code details. We shall not be able to commence the provision of Service until you have provided us with your Google account, log-in, password and pin code. In order to properly provide the Services, Your Listing Expert may, in its reasonable discretion, refuse any request by you for the details of your Google account, username, password and pin code.
You acknowledge that the ability of Your Listing Expert to provide the Services is dependent upon your full and timely co-operation (which you agree to provide), and any other information and data provided by you or on your behalf. Your Listing Expert shall not be liable for any delays resulting from your failure to fulfil any of your obligations or from an act or omission of a third party.You shall provide Your Listing Expert with access to, and use of, all information, data and documentation reasonably required by Your Listing Expert for the performance of its obligations. You acknowledge that Your Listing Expert may amend, add or delete information or materials on your Site, Google Places or Google Plus page from time to time, in order to maximize the ability of Your Listing Expert to provide the Services. Reviews, other directories and on line mentions are at Your Listing Expert discretion in order to achieve desired increase in ranking.
CHARGES AND PAYMENT
The Charges payable for each Service, whether recurring or not, are set out in your Application Form. Your Listing Expert shall issue invoices to you in respect of the Charges and frequency set out in your Application Form. The Charges shall be payable in Canadian Dollars at the time of completing an Application Form and must be made by one of the methods outlined in the Application Form or invoices. All deposits or advanced payments are non-refundable. You remain committed to pay us for all Charges for Services for their full invoicing period, irrespective of whether:
This Agreement has been suspended or terminated during such invoicing period; or Such Services have been changed or cancelled during such invoicing period.
Unless otherwise stated, all Charges and other amounts payable are exclusive of tax. If tax becomes payable on any supply made or provided, on which tax is not payable at the date of this Agreement, you will pay Your Listing Expert an additional amount equal to value of consideration for the supply multiplied by prevailing tax rate. Your Listing Expert may set off any amounts due and payable under this Agreement (or otherwise) against amounts that may be payable by Your Listing Expert to you. Your Listing Expert reserves right to charge interest on overdue amounts at an average annual base rate ruling on due date. Your Listing Expert may by notice suspend work and your use of and access to Services, until outstanding invoice(s) are paid in full. Charges shall continue to accrue during such period of suspension. Time for payment shall be of the essence. Invoices may only be disputed by you by providing Your Listing Expert written details of dispute within fourteen (14) days of the invoice date, failing which invoice shall be deemed to have been accepted by you. You shall remain liable to make payment of any undisputed portions of an invoice.
VARIATIONS AND CANCELLATIONS
You are able to cancel any on going monthly commitments with 30 days notice via phone or email. Your Listing Expert may change this Agreement or the Services, by giving written notice (whether by email, fax or post to designated email address, fax number or postal address, notified by you as part of your registration process), or by posting an updated Terms & Conditions on our Site and your continued use of the Services after the date of such change will constitute your acceptance of such update.
Each of the parties warrants to the other that it has full power and authority to enter into and perform this Agreement. The Services comes with guarantees that cannot be excluded under Canadian business Law. You are entitled to a replacement or a refund for major failure and compensation for any other reasonably foreseeable loss or damage. You are also entitled to have the Services supplied again or payment of the cost of having the Services supplied again, if the Services fail to be of acceptable quality and the failure does not amount to a major failure. Whilst Your Listing Expert shall perform the Services with reasonable care and skill, it is unable to guarantee improved rankings in the major search engines as it does not control the algorithms of the search engines, nor is it able to guarantee the time it will take to achieve certain results. You acknowledge that Your Listing Expert makes no warranty that the Services will generate any increase in sales, business activity, profits, clicks to your Site, exposure of your business or your keywords (including, but not limited to, the position your Site is placed on a search result page or the frequency and time of day that your Site is displayed), or any other form of improvement for your business or Site, or any other purpose.
You acknowledge that there is no guarantee that: You further acknowledge that changes in the Internet, search engine algorithms, practices, policies and functionality and new website competition may influence a keyword search engine ranking as time passes. Additionally, new sites and potentially competitor web sites are being optimized and submitted every day to achieve good search engine ranking. Rankings and placement may also be affected by your changing of keywords. Your Listing Expert cannot control, and it shall not be responsible for, in any manner whatsoever, any reviews, ratings, commentary or materials published about your or your business, whether via Google Places or any third party websites or references. Your Listing Expert does not warrant that Services will be uninterrupted, error free or virus free or that the Services will meet your requirements (such as search engine optimization, performance or reliability). Any time frames are provided as guides or estimate only. Your Listing Expert cannot ensure that work carried out will not result in Google or any other search engine suspensions or penalizations to listings. This Agreement sets out the full extent of Your Listing Expert obligations and liabilities in respect of the supply of Services.
Not withstanding anything else contained herein, you are solely responsible for the contents of your Site and Your Listing Expert shall not be held liable or accountable for the contents of your Site (including without limitation in connection with infringement of intellectual property rights of any other party). Your Listing Expert urges you to maintain backup versions of your Site’s content to guard against losses of any kind.To extent permitted by law, Your Listing Expert, its directors, partners and employees hereby expressly exclude:
any liability for loss of income or revenue; loss or interruption of business; loss of up time; loss of profits; loss of or damage to software; loss of anticipated savings; loss of data; loss of goodwill; loss of traffic; or any liability for any direct, indirect or consequential loss or damage incurred by you or any end user in connection with Services, or use of Services; and any other loss or damage of any kind (including for any injury to any person), however arising and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable.
This does not affect liability of Your Listing Expert which cannot be excluded or limited at law. Without limiting foregoing, parties acknowledge that laws in certain jurisdictions may imply warranties and conditions which cannot be excluded, restricted or modified except to a limited extent. If any such laws apply, then to extent permitted by law. Your Listing Expert liability is limited to any one or more of the following (in its sole discretion):
in the case of any goods (failing to be of acceptable quality and the failure does not amount to a major failure), replacement or repair of goods, or supply of equivalent goods, or payment of cost of repairing or replacing goods or supplying equivalent goods;in case of services (failing to be of acceptable quality and the failure does not amount to a major failure),supply of services again or payment of cost of having services supplied again.
Without limiting foregoing and to the extent allowable at law, you agree that Your Listing Experts’ maximum aggregate liability (including any liability for the acts or omissions of its employees, agents, contractors and subcontractors), whether arising in contract, tort (including negligence), misrepresentation or otherwise, shall in no circumstances exceed the amount of fees paid or payable to Your Listing Expert under this Agreement for the Service that is the subject of the breach, only from the time that the breach has occurred.You shall indemnify Your Listing Expert, its directors, partners and representatives from all actions, claims, damages, liabilities or costs (including legal costs) arising from, or directly or indirectly related to use of Services by you or anyone else, or otherwise arising as result of this Agreement. Your Listing Expert cannot be held responsible or liable for any suspensions or penalizations to listings. The work carried out is under your instruction and at your own risk.
INTELLECTUAL PROPERTY RIGHTS AND CONFIDENTIALITY
Your Listing Expert retains intellectual property rights in all programming modules, code, computer programmes, material, tools, data, know-how and anything else generated in course of providing (directly or indirectly) Services; and all intellectual property rights existing prior to commencement of such Services (“Your Listing Expert” IP) Your Listing Expert licenses to you the right to access Your Listing Expert IP on a non-exclusive basis to such extent as is necessary to enable you to make reasonable use of the relevant Services for the duration of this Agreement.You acknowledge that Services may include individual third party software or third party intellectual property rights (“Third Party IP)and the license in clause.Your rights to use Services is without prejudice to Third Party IP. Any rights to access Third Party IP shall be limited to extent of Your Listing Expert right to access same and its ability to pass on such rights to you.In relation to any data, content, information or material provided by you to us, you warrant that same will not infringe the rights of any third party nor contravene any law or industry code.8.6 Save as required by law, you shall not disclose any confidential information relating to Your Listing Expert or its affiliates obtained during or arising out of this Agreement, to anyone (except your employees on an as need basis).
TERM AND TERMINATION
This Agreement commences on date Your Listing Expert commences providing the Service or such other date agreed by us in writing (“Commencement Date”) and terminates on date we complete the Services or as otherwise set out in your Application Form, unless the parties agree in writing to extend the term of this Agreement. Notwithstanding the foregoing, where the Services relate to support services, the duration of support services shall commence on the date of verification by Your Listing Expert (that is, verification via Google Places Listing) Your Listing Expert may terminate or suspend this Agreement (without any liability):
at any time by giving you at least 14 days’ notice; immediately on giving notice to you, if you breach, including failure to pay the Charges; or you become insolvent within the meaning of Corporations Act, are otherwise unable to pay your debts when due or you cease to carry on business.
Should Your Listing Expert elect to reinstate such suspended Service you shall be responsible for Your Listing Expert standard re-activation charge. Termination of this Agreement shall not affect the continuation of the Master Services Terms & Conditions or any other individual Terms & Conditions relevant to other Services, then in force, which shall remain operational in all other respects.On termination or expiration of this Agreement:
Your Listing Expert shall invoice you for all amounts then due but unbilled; any amounts or deposits already paid by you shall not be refunded in any circumstances; and you shall set up an alternative Google account in order for us to transfer your Google Places account to, and where such transfer is not possible, you must promptly set up a new Google Places account (at which time we will thereby delete and remove your listing from our account).
You shall not, during duration of this Agreement, and for a period of one (1) year thereafter, hire, engage, solicit, employ or contract the services of any of the employees or contractors of Your Listing Expert or others involved in the provision of Services.
All notices given by Your Listing Expert may be given by email to the address notified by you to Your Listing Expert in your Application Form. It is your obligation to keep that email address current and correct. You agree that record of Your Listing Expert having sent a notice to you by email is, of itself, conclusive proof of receipt.Notices given by you must be delivered to Your Listing Expert in writing and addressed to: 405 – 639 Queen Street West. Toronto ON M5H 1Y2 (with copy by email to firstname.lastname@example.org).
GOVERNING LAW AND JURISDICTION
This Agreement and any dispute or claim arising out of or in connection with same shall be governed by and construed in accordance with the laws of Canada and parties submit to the exclusive jurisdiction of that Province.