Terms and Conditions

These Terms and Conditions will apply to every supply of Services.
Strongman Digital Media reserves the right to vary these Terms and Conditions at any time by submitting to you a copy of the amended Terms and Conditions. Otherwise these Terms and Conditions may only be altered or waived in writing signed by the Managing Director of Strongman Digital Media.
1. Terms and Their Meanings:
In these Terms and Conditions, the following terms have the following meanings:
 Agreement: has the meaning as set out in clause
4.10.
 Losses: means any direct, indirect, consequential or incidental loss, costs, damages or expenses of any nature whatsoever and howsoever caused including, but not limited to, loss of profits, loss of savings or other incidental or consequential damages, and any claims, actions, or demands in
relation to any of the foregoing.
 Pay Per Click Advertising or PPC: means an advertising model in which advertisers pay for clicks to their website from Search Engines and advertising networks predominantly, but not limited to, Google Adwords and Yahoo Search Marketing
 Quote: means the document setting out the Services to undertaken and the fees payable in respect to such Services and may include additional terms and conditions of Trade.
 Search Engine: means a tool designed to search for information on the Internet, such as Google, Yahoo and Bing.
 Search Engine Optimisation or SEO: means any service which is designed to assist your Web Site gain a higher listing in the Search Engines.
 Services: means the provision of services by Strongman Digital Media in relation to Search Engine Optimisation,
Pay Per Click Advertising and Web Design.
 Web Design: means the design and development of a web site.
 Strongman Digital Media: means Strongman Digital Media Pty Ltd (ABN 15 627 475 394)
 we, our and us: means Strongman Digital Media.
 Web Site: means your company website or the website which Strongman Digital Media is designing and / or marketing.
 you and your: means any person or entity that Strongman Digital Media provides Services to.
2. Exclusion and Limitation of Liability
2.1 With the exception of any warranties that are unable to be excluded either at law or under Statute, all conditions and warranties, whether express or implied and whether arising under Statute or otherwise, as to the condition, suitability, quality or fitness of the Services are expressly excluded.
2.2 Without limiting the generality of clause 2.1, we
expressly provide no warranty in relation to:
(a) the effectiveness of our virus protection software nor do we warrant that all information uploaded or transmitted from us to  your computer network will be free from viruses;
(b) the Services will be error free or free from interruption failure; and
(c) system and/or Service availability, accessibility or
performance.
2.3 The liability of Strongman Digital Media:
(a) for a breach of a condition or warranty implied by law, Statute or otherwise, and which cannot be excluded; and
(b) in respect to any other Losses suffered or incurred by you or any person or entity related to or associated with you arising out of or in connection with performance of the Services;
will be limited to any one of the following as determined
by  Strongman Digital Media:
(c) the supplying of the Services again; or
(d) the payment of the cost of having the Services supplied again.
2.4 Notwithstanding anything to the contrary contained within these Terms and Conditions, these Terms and Conditions will not be read or applied so as to purport to exclude, restrict or modify or have the effect of excluding, restricting or modifying the application in relation to the supply of any services pursuant to this Agreement of all or any of the provisions of Part V of the Trade Practices Act, 1974 or any other provisions of that Statute or of any other Act of the Commonwealth of Australia or of any State or Territory of the Commonwealth of Australia which by law cannot be excluded, restricted or modified.
2.5 Subject to clause 2.2, you indemnify, on a full indemnity basis, and agree to keep indemnified, Strongman Digital Media from all Losses suffered by Strongman Digital Media arising out of or in connection with provision of the Services including but not limited to any Losses arising from any action, claims, demands or suits commenced or made against Strongman Digital Media by any third party.
3. PROVISION OF SERVICES
3.1 Web Design/Secure Web Page/virus protection terms
3.1.1 We will design your Web Site as required by you and you will own the intellectual property of your Web Site and all its content with the exception of the source files and codes developed by Strongman Digital Media in relation to your Web Site which shall remain the sole property of Strongman Digital Media
unless otherwise agreed in writing by Strongman Digital Media. Of note source files can be purchased for an additional fee.
3.1.2 You will be responsible for maintaining backups of your Web Site and any customer data which is generated from your Web Site marketing.
3.1.3 You will be the owner of, and responsible for, all images purchased and displayed on your Web Site. You will be bound by the source company’s Terms and Conditions for all images purchased.
3.1.4 You warrant to us that:
(a) you will only use your Web Site for lawful purposes;
(b) you will not knowingly or recklessly post, link to or transmit on your Web Site any material:
 that is unlawful; or
 containing a virus or other hostile computer
program;
 that shall constitute or encourage a criminal offence, give rise to civil liability or that violates or infringes any trade mark, other intellectual property rights or similar rights of any person under the laws of any jurisdiction; and
(c) any transactions within your Web Site which are contracts for sale of goods or services will be between you as the merchant and your end‐user customer;
(d) the information contained within your Web Site will comply with applicable law, and codes of practice governing the use of internet and related services, including, without limitation,
those codes of practice governing distance selling and data from time to time in force;
(e) you will keep secure any identification, password and other Confidential Information relating to your account and you will notify us immediately of any known or suspected unauthorised use of your account, or any or suspected breach of security, including loss, theft or disclosure of your password information.
3.1.5 Notwithstanding notification of any breach of security as required pursuant to the warranty in clause 3.1.4(e), you will be liable for any and all uses of your Web Site including but not limited to any fraudulent or improper use of your password or any other access to any of the facilities or Services provided by Strongman Digital Media with the exception of unauthorised use or access by Strongman Digital Media.
3.1.6 It is your responsibility to ensure that you have
appropriate virus protection software in place.
3.2 Search Engine Optimisation services
3.2.1 While we will try to improve the position of your Web Site in Search Engine results in response to a search request, we do not warrant that this effort is in any way guaranteed. You acknowledge that our SEO services are focussed primarily on achieving improvements in the position of your Web Site when undertaking certain key word searches using the Google Search Engine.
3.3.2 You acknowledge that, unless the Quote provides for exclusive dealing, Strongman Digital Media may at its discretion offer SEO services to businesses in competition with you and/or businesses in the same or similar industry as you.
3.3.3 We do not warrant that a higher ranking of your Web Site in Search Engine results will produce higher profits.
3.3.4 We use paid and free methods in an attempt to raise the ranking of your Web Site in Search Engine results. We disclose, and you acknowledge, that without notice Search Engines, in particular Google, can devalue a particular method which may lead to a lower ranking of your Web Site in Search Engine results. We cannot be held responsible for a lower ranking of your Web Site in Search Engine results.
3.3 Pay Per Click Advertising (“PPC”)
3.3.1 We will manage your PPC budget.
3.3.2 Payment of the PPC budget will be made directly to the Search Engine provider, in particular Google.
3.3.3 We do not guarantee and will not be liable for the volume of sales generated arising from PPC.
3.3.4 We will not be responsible for any errors or miscalculation of fees made by Google or other Search Engines.
3.3.5 To terminate your PPC campaign you must provide us with at least two (2) working days notice in writing. You will be liable for any fees incurred during the notice period.
3.3.6 We will not be responsible for any loss of your PPC budget due to downtime of your Web Site or Web Site hosting.
4.0 GENERAL TERMS AND CONDITIONS
4.1 Availability
We shall use reasonable endeavours to provide continuing availability of the Services but we shall not, in any event, be liable for Service interruptions.
4.2 Property Rights and other consents
You are solely responsible for obtaining any and all necessary consents and authorisations in relation to all material, images and content whatsoever that appears on or is used in your Web Site including without limitation in respect of your proposed domain name, logos, pictures, text, merchant services agreements and any other information you provide to us.
4.4 Termination
4.4.1 Subject to any fixed term as set out in the Quote, either party may terminate this Agreement by giving thirty (30) days written notice to the other party.
4.4.2 We may terminate this Agreement immediately by notice in writing to you if you fail to make payments in regards to the Services to us as and when they fall due.
4.4.3 We may terminate this Agreement immediately by notice in writing to you if you:
(a) are in breach of any of these Terms and Conditions and you fail to rectify such breach within five (5) working days from receipt of notice from us requesting rectification of same; or
(b) if you are a company and you go into liquidation,
administration or receivership; or
(c) if you are a person and you are declared bankrupt.
4.4.4 You will be responsible for all costs in relation to the provision of the Services up to and including the date of termination of the Services.
4.5 Payment
4.5.1 Subject to any increase in accordance with clause 4.5.2, all fees payable by you to us for the Services shall be as outlined in the Quote and shall be due and payable within seven (7) days of receipt of our invoice in relation to such Services.
4.5.2 We reserve the right to increase our fees for provision of the Services from time to time by giving you a minimum of thirty (30) days written notice.
4.5.3 The provision by us of the Services is contingent upon our having payment in full from you in respect of the relevant Services. Without prejudice to any other rights and remedies we may have, we reserve the right to suspend the provision of the Services to you in the event of late payment of any amounts owed by you to us.
4.5.4 In the event that any amount has not been paid by you
as it falls due in accordance clause 4.5.1 of these Terms and Conditions (“Due Date”), interest on the outstanding amount will be payable by you in accordance with this clause 4.5.4. Such interest shall accrue on the outstanding amount from time to time at the rate of ten percent (10%) per annum from the Due Date until the outstanding amount is paid to Strongman Digital Media in full, such interest to be calculated on a daily basis and paid monthly in arrears. For the avoidance of doubt, the first of such interest payments will be due one month after
the Due Date, or as otherwise directed by Strongman Digital Media.
4.5.5 In addition to interest payable pursuant to clause 4.5.4,
you will be liable for the costs incurred by Strongman Digital Media in relation to collection of an outstanding amounts owed by you to us.
4.5.6 Upon provision of a credit card account, you give us
authorisation to automatically debit your credit card in
relation to all amounts owed by you to us for provision of
the Services and as set out in applicable invoices.
4.6 Severability
If any clause of these Terms and Conditions is held to be invalid and/or unenforceable in whole or in part, the invalid or unenforceable shall be deemed to be omitted.
4.7 Assignment
The benefit of the Agreement may be assigned by us.
You may not assign the Agreement or otherwise transfer
the benefit of this Agreement or a right or remedy under
it, without our prior written consent.
4.8 Change to Terms on Renewal
We may change the Terms and Conditions at any time by providing you thirty (30) days notice in writing setting out
details of the change.
4.9 Confidential Information
Confidential Information is information disclosed by the client (Discloser) to Strongman Digital Media (Recipient) or of which
the Recipient becomes aware, during the term of this Agreement, including:
(a) information designated as confidential by the Discloser including passwords and identification information; and
(b) any other information which by its nature should
reasonably be considered to be confidential information of the Discloser or of a person to whom the Discloser owes a duty of confidence. Confidential Information may be provided in writing, electronically, verbally or otherwise. Confidential
Information does not include any information which the
Recipient can prove either is in the public domain or was
known by the Recipient at the time of disclosure, other
than through a breach of this agreement.
4.10 Entire Agreement
These Terms and Conditions together with the Quote, constitute the entire agreement with you (“the Agreement”), and supersede all prior agreements, understandings representations whether oral or written. No oral explanation or information given by any party shall alter the interpretation these terms and conditions.
4.11 Governing Law
This agreement shall be governed by the laws in force in the state of Queensland, Australia. Both parties hereby submit to the exclusive jurisdiction of the Courts of that State.
4.12 Inconsistency
In the event of any inconsistency between these Terms and Conditions
and the terms and conditions contained in the Quote, the terms and
conditions of the Quote will prevail.

These Terms and Conditions will apply to every supply of Services.Strongman Digital Media reserves the right to vary these Terms and Conditions at any time by submitting to you a copy of the amended Terms and Conditions. Otherwise these Terms and Conditions may only be altered or waived in writing signed by the Managing Director of Strongman Digital Media.
1. Terms and Their Meanings:In these Terms and Conditions, the following terms have the following meanings: Agreement: has the meaning as set out in clause4.10. Losses: means any direct, indirect, consequential or incidental loss, costs, damages or expenses of any nature whatsoever and howsoever caused including, but not limited to, loss of profits, loss of savings or other incidental or consequential damages, and any claims, actions, or demands inrelation to any of the foregoing. Pay Per Click Advertising or PPC: means an advertising model in which advertisers pay for clicks to their website from Search Engines and advertising networks predominantly, but not limited to, Google Adwords and Yahoo Search Marketing Quote: means the document setting out the Services to undertaken and the fees payable in respect to such Services and may include additional terms and conditions of Trade. Search Engine: means a tool designed to search for information on the Internet, such as Google, Yahoo and Bing. Search Engine Optimisation or SEO: means any service which is designed to assist your Web Site gain a higher listing in the Search Engines. Services: means the provision of services by Strongman Digital Media in relation to Search Engine Optimisation,Pay Per Click Advertising and Web Design. Web Design: means the design and development of a web site. Strongman Digital Media: means Strongman Digital Media Pty Ltd (ABN 15 627 475 394) we, our and us: means Strongman Digital Media. Web Site: means your company website or the website which Strongman Digital Media is designing and / or marketing. you and your: means any person or entity that Strongman Digital Media provides Services to.
2. Exclusion and Limitation of Liability2.1 With the exception of any warranties that are unable to be excluded either at law or under Statute, all conditions and warranties, whether express or implied and whether arising under Statute or otherwise, as to the condition, suitability, quality or fitness of the Services are expressly excluded.2.2 Without limiting the generality of clause 2.1, weexpressly provide no warranty in relation to:(a) the effectiveness of our virus protection software nor do we warrant that all information uploaded or transmitted from us to  your computer network will be free from viruses;(b) the Services will be error free or free from interruption failure; and(c) system and/or Service availability, accessibility orperformance.2.3 The liability of Strongman Digital Media:(a) for a breach of a condition or warranty implied by law, Statute or otherwise, and which cannot be excluded; and(b) in respect to any other Losses suffered or incurred by you or any person or entity related to or associated with you arising out of or in connection with performance of the Services;will be limited to any one of the following as determinedby  Strongman Digital Media:(c) the supplying of the Services again; or(d) the payment of the cost of having the Services supplied again.2.4 Notwithstanding anything to the contrary contained within these Terms and Conditions, these Terms and Conditions will not be read or applied so as to purport to exclude, restrict or modify or have the effect of excluding, restricting or modifying the application in relation to the supply of any services pursuant to this Agreement of all or any of the provisions of Part V of the Trade Practices Act, 1974 or any other provisions of that Statute or of any other Act of the Commonwealth of Australia or of any State or Territory of the Commonwealth of Australia which by law cannot be excluded, restricted or modified.2.5 Subject to clause 2.2, you indemnify, on a full indemnity basis, and agree to keep indemnified, Strongman Digital Media from all Losses suffered by Strongman Digital Media arising out of or in connection with provision of the Services including but not limited to any Losses arising from any action, claims, demands or suits commenced or made against Strongman Digital Media by any third party.
3. PROVISION OF SERVICES3.1 Web Design/Secure Web Page/virus protection terms3.1.1 We will design your Web Site as required by you and you will own the intellectual property of your Web Site and all its content with the exception of the source files and codes developed by Strongman Digital Media in relation to your Web Site which shall remain the sole property of Strongman Digital Mediaunless otherwise agreed in writing by Strongman Digital Media. Of note source files can be purchased for an additional fee.3.1.2 You will be responsible for maintaining backups of your Web Site and any customer data which is generated from your Web Site marketing.3.1.3 You will be the owner of, and responsible for, all images purchased and displayed on your Web Site. You will be bound by the source company’s Terms and Conditions for all images purchased.3.1.4 You warrant to us that:(a) you will only use your Web Site for lawful purposes;(b) you will not knowingly or recklessly post, link to or transmit on your Web Site any material: that is unlawful; or containing a virus or other hostile computerprogram; that shall constitute or encourage a criminal offence, give rise to civil liability or that violates or infringes any trade mark, other intellectual property rights or similar rights of any person under the laws of any jurisdiction; and(c) any transactions within your Web Site which are contracts for sale of goods or services will be between you as the merchant and your end‐user customer;(d) the information contained within your Web Site will comply with applicable law, and codes of practice governing the use of internet and related services, including, without limitation,those codes of practice governing distance selling and data from time to time in force;(e) you will keep secure any identification, password and other Confidential Information relating to your account and you will notify us immediately of any known or suspected unauthorised use of your account, or any or suspected breach of security, including loss, theft or disclosure of your password information.3.1.5 Notwithstanding notification of any breach of security as required pursuant to the warranty in clause 3.1.4(e), you will be liable for any and all uses of your Web Site including but not limited to any fraudulent or improper use of your password or any other access to any of the facilities or Services provided by Strongman Digital Media with the exception of unauthorised use or access by Strongman Digital Media.3.1.6 It is your responsibility to ensure that you haveappropriate virus protection software in place.
3.2 Search Engine Optimisation services3.2.1 While we will try to improve the position of your Web Site in Search Engine results in response to a search request, we do not warrant that this effort is in any way guaranteed. You acknowledge that our SEO services are focussed primarily on achieving improvements in the position of your Web Site when undertaking certain key word searches using the Google Search Engine.3.3.2 You acknowledge that, unless the Quote provides for exclusive dealing, Strongman Digital Media may at its discretion offer SEO services to businesses in competition with you and/or businesses in the same or similar industry as you.3.3.3 We do not warrant that a higher ranking of your Web Site in Search Engine results will produce higher profits.3.3.4 We use paid and free methods in an attempt to raise the ranking of your Web Site in Search Engine results. We disclose, and you acknowledge, that without notice Search Engines, in particular Google, can devalue a particular method which may lead to a lower ranking of your Web Site in Search Engine results. We cannot be held responsible for a lower ranking of your Web Site in Search Engine results.
3.3 Pay Per Click Advertising (“PPC”)3.3.1 We will manage your PPC budget.3.3.2 Payment of the PPC budget will be made directly to the Search Engine provider, in particular Google.3.3.3 We do not guarantee and will not be liable for the volume of sales generated arising from PPC.3.3.4 We will not be responsible for any errors or miscalculation of fees made by Google or other Search Engines.3.3.5 To terminate your PPC campaign you must provide us with at least two (2) working days notice in writing. You will be liable for any fees incurred during the notice period.3.3.6 We will not be responsible for any loss of your PPC budget due to downtime of your Web Site or Web Site hosting.
4.0 GENERAL TERMS AND CONDITIONS4.1 AvailabilityWe shall use reasonable endeavours to provide continuing availability of the Services but we shall not, in any event, be liable for Service interruptions.4.2 Property Rights and other consentsYou are solely responsible for obtaining any and all necessary consents and authorisations in relation to all material, images and content whatsoever that appears on or is used in your Web Site including without limitation in respect of your proposed domain name, logos, pictures, text, merchant services agreements and any other information you provide to us.4.4 Termination4.4.1 Subject to any fixed term as set out in the Quote, either party may terminate this Agreement by giving thirty (30) days written notice to the other party.4.4.2 We may terminate this Agreement immediately by notice in writing to you if you fail to make payments in regards to the Services to us as and when they fall due.4.4.3 We may terminate this Agreement immediately by notice in writing to you if you:(a) are in breach of any of these Terms and Conditions and you fail to rectify such breach within five (5) working days from receipt of notice from us requesting rectification of same; or(b) if you are a company and you go into liquidation,administration or receivership; or(c) if you are a person and you are declared bankrupt.4.4.4 You will be responsible for all costs in relation to the provision of the Services up to and including the date of termination of the Services.4.5 Payment4.5.1 Subject to any increase in accordance with clause 4.5.2, all fees payable by you to us for the Services shall be as outlined in the Quote and shall be due and payable within seven (7) days of receipt of our invoice in relation to such Services.4.5.2 We reserve the right to increase our fees for provision of the Services from time to time by giving you a minimum of thirty (30) days written notice.4.5.3 The provision by us of the Services is contingent upon our having payment in full from you in respect of the relevant Services. Without prejudice to any other rights and remedies we may have, we reserve the right to suspend the provision of the Services to you in the event of late payment of any amounts owed by you to us.4.5.4 In the event that any amount has not been paid by youas it falls due in accordance clause 4.5.1 of these Terms and Conditions (“Due Date”), interest on the outstanding amount will be payable by you in accordance with this clause 4.5.4. Such interest shall accrue on the outstanding amount from time to time at the rate of ten percent (10%) per annum from the Due Date until the outstanding amount is paid to Strongman Digital Media in full, such interest to be calculated on a daily basis and paid monthly in arrears. For the avoidance of doubt, the first of such interest payments will be due one month afterthe Due Date, or as otherwise directed by Strongman Digital Media.4.5.5 In addition to interest payable pursuant to clause 4.5.4,you will be liable for the costs incurred by Strongman Digital Media in relation to collection of an outstanding amounts owed by you to us.4.5.6 Upon provision of a credit card account, you give usauthorisation to automatically debit your credit card inrelation to all amounts owed by you to us for provision ofthe Services and as set out in applicable invoices.4.6 SeverabilityIf any clause of these Terms and Conditions is held to be invalid and/or unenforceable in whole or in part, the invalid or unenforceable shall be deemed to be omitted.4.7 AssignmentThe benefit of the Agreement may be assigned by us.You may not assign the Agreement or otherwise transferthe benefit of this Agreement or a right or remedy underit, without our prior written consent.4.8 Change to Terms on RenewalWe may change the Terms and Conditions at any time by providing you thirty (30) days notice in writing setting outdetails of the change.4.9 Confidential InformationConfidential Information is information disclosed by the client (Discloser) to Strongman Digital Media (Recipient) or of whichthe Recipient becomes aware, during the term of this Agreement, including:(a) information designated as confidential by the Discloser including passwords and identification information; and(b) any other information which by its nature shouldreasonably be considered to be confidential information of the Discloser or of a person to whom the Discloser owes a duty of confidence. Confidential Information may be provided in writing, electronically, verbally or otherwise. ConfidentialInformation does not include any information which theRecipient can prove either is in the public domain or wasknown by the Recipient at the time of disclosure, otherthan through a breach of this agreement.4.10 Entire AgreementThese Terms and Conditions together with the Quote, constitute the entire agreement with you (“the Agreement”), and supersede all prior agreements, understandings representations whether oral or written. No oral explanation or information given by any party shall alter the interpretation these terms and conditions.4.11 Governing LawThis agreement shall be governed by the laws in force in the state of Queensland, Australia. Both parties hereby submit to the exclusive jurisdiction of the Courts of that State.4.12 InconsistencyIn the event of any inconsistency between these Terms and Conditions and the terms and conditions contained in the Quote, the terms and conditions of the Quote will prevail.

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