Terms of Service

Terms of Service

By entering into an agreement for the Services with the Company, the Client agrees to be bound by these terms from the time of acceptance, for the agreed upon term. These terms will be deemed to be accepted upon payment of any application fees or deposits to engage the Company to commence the Services, or via electronic acceptance (such as email or e-signature) to a provided reference to these terms.

‘Company’ means RepSpert Pty Ltd, ABN 33 648 390 809

 

‘Client’ means the business or individual engaging the Services of the Company through the agreement to these Terms

 

‘Services’ means the Content Removal or other Online Reputation Management services identified in the quote or proposal provided by the Company that refers to these Terms.

In connection with the performance of the Services, the Company and Client may disclose to the other certain confidential technical, business or personal information, which the disclosing party desires the receiving party to treat as Confidential Information.

 

“Confidential Information” means any nonpublic information disclosed by either party to the other party, either directly or indirectly, in writing, orally or by inspection of tangible objects including without limitation, software, documentation, formulas, know-how, methods, processes, business models, designs, prototypes, new products, samples, developmental work, marketing data, marketing plans, customer names, pricing strategies and terms, information received from third parties that the parties are obligated to treat as confidential, and other information relating to the parties not known to the general public. Confidential Information disclosed to one of the parties by the other party’s subsidiaries, affiliates, related companies, and/or agents is covered by this Agreement.

 

Confidential Information shall not, however, include any information which (i) was publicly known and made generally available in the public domain prior to the time of disclosure by the disclosing party; (ii) becomes publicly known and made generally available after disclosure by the disclosing party to the receiving party through no action or inaction of the receiving party; (iii) is already in the possession of the receiving party at the time of disclosure by the disclosing party as shown by the receiving party’s files and records immediately prior to the time of disclosure; (iv) is obtained by the receiving party from a third party without a breach of such third party’s obligations of confidentiality; (v) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information, as shown by documents and other competent evidence in the receiving party’s possession.

 

The Client and the Company each agree not to use any Confidential Information of the other party for any purpose except in relation to performing the Services. Each party agrees not to disclose any Confidential Information of the other party to third parties or to such party’s employees or consultants, except those individuals or necessary to perform the Services.

 

The Client warrants that all and any materials, information, data, or content provided to the Company by or on behalf of the Client will not breach any rights (including intellectual property rights, moral rights, confidentiality or privacy rights) of any third parties.

 

The Company will store all and any confidential materials, information, data, or content provided to the Company by or on behalf of the Client for no longer than the period concluding 60 days after the cancellation by the Client of the Services. This clause does not apply to electronic communications between the Company and the Client, which may be securely stored but may not be destroyed upon the conclusion of services.

 

At no time will the company be responsible for providing evidence or details of the methods, strategies or submissions made in performing the Services as this information is considered confidential intellectual property of the Company. The Company warrants that all methods used in performing the Services are in accordance with all applicable Australian laws and regulations.

To the extent permissible by law, the Company is not liable for:

 

(a) faults or defects in any services provided by third parties in connection with this Agreement;

(b) any indirect, special or consequential loss, loss of profits, data loss or corruption, loss of revenue, loss of goodwill, loss of anticipated savings or business interruption, however arising, whether or not the Company knew of the possibility of such loss and whether or not such loss was foreseeable.

To the extent permissible by law, the Company’s total aggregate liability for any and all claims relating to this Agreement (in contract, tort or otherwise) will be limited to and not exceed the amounts actually paid by the Client for the Services.

 

The Company makes no warranties regarding the likelihood of success of its Content Removal services, save for those required under the Australian Consumer Law.

To the extent permissible by law, the Company is not liable for:

 

(a) faults or defects in any services provided by third parties in connection with this Agreement;

(b) any indirect, special or consequential loss, loss of profits, data loss or corruption, loss of revenue, loss of goodwill, loss of anticipated savings or business interruption, however arising, whether or not the Company knew of the possibility of such loss and whether or not such loss was foreseeable.

To the extent permissible by law, the Company’s total aggregate liability for any and all claims relating to this Agreement (in contract, tort or otherwise) will be limited to and not exceed the amounts actually paid by the Client for the Services.

 

The Company makes no warranties regarding the likelihood of success of its Content Removal services, save for those required under the Australian Consumer Law.

 

To the fullest extent permitted by law, the liability of the Company for breach of a non-excludable condition is limited to:

 

(a) supplying the Services again; or

(b) payment of the cost of having the Services supplied again.

 

The Client agrees to indemnify, defend and hold the Company harmless in respect of all actions, claims, proceedings, demands, liabilities, losses, damages, expenses and costs (including legal fees on a full indemnity basis), in connection with any of the following:

 

(a) the Client’s breach of this agreement;

(b) the Client’s negligent actions or omissions;

(c) the Client’s use of the Services, including any third party claims made in connection with or arising out of the Client’s use of the Services;

(d) breach of third party intellectual property, privacy, confidentiality, or moral rights.

 

To the extent permissible by law, the Client agrees to indemnify and keep the Company, its directors, officers and employees, indemnified against all loss arising from actions taken performing the Services.

Payment

The Client shall pay the Provider (RepSpert) as per the quoted fees. 

All ‘Content Removal’ services operate on a ‘No Removal, No Fee’ policy, whereby the client is only charged on invoice the quoted amount, upon successful removal of the content.

 

Payment Methods

Payment for the Services must be made by credit card (Visa, Mastercard, Amex) or EFT/ Bank Transfer within seven (7) days of the ‘Issue Date’ of the invoice (the ‘Due Date’). Unless otherwise stated on the payment terms of the Invoice.


Late Payments

Payments outstanding of twenty eight (28) over due from the ‘Due Date’ outlined on the invoice for provided services will be handed to external debt recovery for collection of any unpaid, overdue money. The client agrees that they will be liable for any fees incurred to recover the outstanding amount(s).

Deposits

All ‘Content Removal’ services provided by RepSpert require a non-refundable $49 application-fee (deposit) to engage the content removal services.

Refunds

If the Client wishes to terminate the Services before expiry of the agreed upon term, no refunds will be given for payments or deposits made at that time. The Client understands that the Company may have already allocated time, resources and technologies to provide the Services, for which the Client will still be liable to pay.

The Client agrees that any advice provided by the Company does not constitute legal advice, and is not intended to be a substitute for legal advice and should not be relied upon as such.

 

Any agreement to engage the Services of the Company is made in accordance with Australian laws and regulations. The Services are considered entered into under the jurisdiction of the State of Victoria, Australia. If any dispute arises between the Company and the Client, both parties irrevocably submit to the jurisdiction of the courts of the State of Victoria, Australia.

 

The Client warrants to the Company that it has the capacity and authority to enter into the Agreement with the Company.

 

No liability whatsoever (except as provided by law) will be accepted by the Company for any damages or losses arising from or as a consequence of the provision of the Services.

 

The Agreement may not be modified, amended, or otherwise altered by the Client unless agreed to in writing by the Company. The Company may revise these Terms at any time by amending this page without notice. By engaging the Company, the Client agrees to be bound by the then current version of the Terms. As such, please check our website from time to time to take notice of any changes made.

 

If any provision of the Agreement is held to be invalid under the law, the validity of the whole Agreement shall not be affected. Any remaining provisions will remain in full force and effect.

 

The Client shall not offer any form of employment to the Company’s staff whilst using the Company’s services, or within 12 months of ceasing the Company’s services at any time during the Term hereof to the expiry of twelve (12) months after the date of termination of this Agreement (as the case may be) employ or attempt to employ any person who is, or shall at any time between the date hereof and the date of such termination be, one of the Company’s employees engaged in providing the Services.

 

All intellectual property rights, including designs, artworks, software and materials, provided to the client in the course of the Service, and any other intellectual property created in the course of the service, shall vest in, will upon their creation vest in the Company.

Content Removal Terms

These Content Removal Terms apply to Clients who enter into an agreement with the Company for the provision of RepSpert’s Content Removal services, as defined by these terms.

These Content Removal Terms apply in addition to the Company’s General Terms of Business. Definitions used in the Terms of Business are adopted herein.

“Content Removal” refers to RepSpert’s proprietary online content removal services identified in the quote or proposal provided by the Company, and otherwise described by these terms.

 

“Content of Concern” refers to the online content, reviews, articles, sounds or videos, identified and mutually agreed between the Client and the Company as being targets or possible targets for the Content Removal service.

 

“Nominated Publisher(s)” refers to the specifically identified website that hosts and/or displays the Content of Concern on the internet. For De-indexing services, this means the removal from being displayed by the search engine (eg Google) but not necessarily the publishing website itself.

Subject to the terms of the quote or proposal provided by the Company, the Company agrees to provide, and the Client agrees to pay for, the Content Removal services pursuant to the terms of this Agreement and the Company’s General Terms of Business.

 

The Client acknowledges that the provision of Content Removal services represents the ongoing allocation of time, resources, and technologies by the Company, and in consideration for the same, the Client agrees as follows:

 

1. The Client authorises the Company to communicate on its behalf with the Nominated Publishers responsible for displaying the Content of Concern.

 

2. The Client agrees that the Content Removal services provided by the Company only include the attempted removal of the Content of Concern from the Nominated Publisher(s). The Client is only liable for payment of successful removals of the Content of Concern.

 

3. The Client agrees that the Company is not responsible if the Content of Concern specified in the agreement is uploaded to other websites, hosts or publishers (within or outside of the agreed upon term which were not specified in the Agreement).

 

4. The Client acknowledges and agrees that the Company may request and require information and materials from the Client in order to perform the Content Removal services. In the event Content Removal services are delayed as a result of insufficient or unreasonably slow communication from the Client, the guaranteed term for content removal may be reasonable increased by the length of this delay.

 

5. The Client acknowledges that the Company makes no guarantees that the Content of Concern will be removed, either partially or in full. The Company will only charge the balance of the quoted price for successfully removed Content.

 

6. The Company will not directly contact the author(s) of Content of Concern, unless given written authorisation to do so by the Client. The Company warrants that the Content Removal services are primarily focused on communicating with the Nominated Publisher(s) regarding the removal of the content. However, the Client understands that from time to time the Nominated Publisher may notify the original author of the content as a result of the Content Removal, and the Company has no control over this.

 

7. The Client agrees that the Company is not responsible if the Content of Concern is edited by the author or publisher and re-posted as a new instance after it was successful removed in its original form.

 

8. The Client agrees that if the Content of Concern is removed within the agreed upon term, it will be agreed that the Company was solely responsible for its removal and the balance of fees for the removal of that content will be due.

 

9. The Company may require a deposit to be paid before commencing Content Removal services. The Company agrees to notify the Client of successful removals before charging the balance of the fees.The Company agrees that deposits will be refunded in the case that it cannot remove any Content of Concern within the agreed upon term. In absence of agreement otherwise, the term will be sixty (60) days from the date of payment of the deposit. In all other instances, refund requests will be managed in accordance with the Company’s Refund Policy.

 

10. If the Client wishes to terminate the services before expiry of the agreed upon term, no refunds will be given for payments or deposits made at that time. The Client understands that the Company may have already made irreversible