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Terms of SEO Services

This Terms of Services has prepared by HKWebDesign.net (referred to ‘Skywise Technologies’, 'we', 'us', or 'Site' latter) to demonstrate the terms and conditions (unless otherwise stipulated in the contract) that our clients engage us as an independent contractor for the Search Engine Optimization (“SEO”) project of improving the traffic of a web site and/or its search ranking (hereinafter referred to as "project" or the project) for a specific period of time stated at the order/ invoice/ agreement.

1. Acceptance
The project will be started and made effective only when receipt of the order (either verbal or written form) from the client and full payment of the said deposit. By using our SEO service, the customer acknowledge and agree that he/she had read, understood, acknowledged and agreed to be bound by all the terms and conditions of this Agreement, along with any new, different or additional terms, conditions or policies, including, but not limited to, the Universal Terms of Service that we may establish from time to time.

 

2. Payment
Customer agrees to pay us any and all fee(s) as billed in accordance with the Agreement. The fee(s) must be received prior to the start of any SEO Services. THE CUSTOMER FURTHER AGREES THAT, IN THE EVENT OF ANY TERMINATION OF THIS AGREEMENT BY CUSTOMER, NO REFUNDS SHALL BE GIVEN UNDER ANY CIRCUMSTANCES WHATSOEVER. THE CUSTOMER FURTHER AGREES TO PAY UPON CANCELLATION THE AMOUNT OF ANY CANCELLATION FEES OR OTHER AMOUNTS DUE TO US AS PROVIDED IN THE AGREEMENT. WE HEREBY AUTHORIZED TO CHARGE CUSTOMER’S CREDIT CARD ACCOUNT OR OTHER PAYMENT MECHANISM FOR ANY AMOUNTS OWED FROM TIME TO TIME BY CUSTOMER TO US.

 

3. SEO Services
We agree to provide Customer with SEO Services as described in the Agreement. We are authorized to use the specific keywords and/or phases provided by Customer for development, improving the ranking of, and/or positioning the contents of the Customer’s URL(s) in search engines and/or directories. We may also research keywords and phrases to select appropriate and relevant search terms, submit Customer’s pages to search engines and directories if necessary, modify the title tags, meta tags, content, HTML code, URLs and other on-page factors, and perform the appropriate off-page SEO under specific keywords if necessary. We only uses white-hat optimization techniques that completely follows search engine rules and policies.

 

4. Customer Responsibilities
For the purposes of providing these services, Customer agrees:

To be responsible for ensuring that your website is always active and accessible.
To provide us with all backend and FTP access to its web sites needed for uploading new pages, and making changes for the purpose of on-page SEO optimization or approval to go through a third party.
To permit us to communicate directly with any and all necessary staff including third party vendors.
To provide full access to all existing website analytics platforms, such as Google Analytics.
To authorize us to use all copyright material for the use of creating informational pages as well as use for anything else deemed necessary by us for needed optimization.
That if Customer’s web site(s) is light in textual content, Customer will provide additional relevant text content in electronic format for the purpose of creating additional web pages. Customer agrees to provide any and all page content for sites as well as any additional content needed as requested by us.

 

5. Customer Acknowledgements
Customer understands and agrees that:
We have no claim or control of any participating search engine directory or regulations. If at any point clients property is excluded from said services, it will not be at the fault of Provider. The search engines may change their ranking algorithms on a regular basis and new sites and competitor sites may be being optimised and submitted continually. Hence, service provider does not guarantee any search engine rankings for specific keywords due to the complex, competitive nature of SEO. Actual ranking placement may take months to achieve due to the “Boosting Effect” and Client will expect reasonable results as such. In some cases it may not be possible to improve rankings on certain keyword phrases and in this case service provider will select the closest relevant keyword phrases to optimise.

We will have the ability to optimise the structure and content of clients’ web pages. Such changes generally may have a minimal visual impact. You must allow implementation of all optimisation strategies on the website.

The Client agrees that their website is not hosted on free webspace using domain forwarding (either framed or otherwise). In cases where there is either concern that the current hosting IP address may be part of a ‘bad neighbourhood’ or for reasons of optimisation, We may request the client to change hosting provider.

We have no control over the policies of search engines or directories with respect to the type of sites and/or content that they accept now or in the future. Customer’s web site(s) may be excluded from any search engine or directory at any time at the sole discretion of the search engine or directory entity. We will resubmit those pages that have been dropped from the index based on the current policies of the search engine or directory in question.
We are not responsible for changes made to Customer’s web site(s) by other parties that adversely affect the search engine or directory rankings of Customer’s web site(s).

Any SEO work that we undertakes may be detrimentally affected if You have:

1. Employed the services of another SEO Company or any other related company to work on the website during the same period, or
2. Employed the services of a search engine submission company during the same period, or
3. Created any duplicate sites, duplicate content or pages, redirects or doorway pages, or
4. Requested or exchanged links with link farms or undertaken any spamming techniques which may harm the website’s ranking with Google, or
5. Attempted to use any other techniques, whether allowed by Google or not, to attempt to increase the SEO ranking of the site, or
6. Any other additional SEO or SEO related activity.
7. Participated in actions considered undesirable (spamming) by the search engines, such as hidden links, links to link-farms, FFA link pages, redirect or cloaking techniques, submissions the web pages of the site to the search engines, search directories or other websites without our consent, used automated website submission software or automated reciprocal link programs.

We cannot be held responsible for problems or additional costs arising due to any errors made by third parties, or failure to maintain a current copy of your own website.

Results will be based upon listings of Google only unless otherwise agreed.

Additional services not listed in the agreement will be provided for a fee.

 

6. Indemnification
Customer shall indemnify and hold harmless us (and its subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees) from any and all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses) incurred by us as a result of any claim, judgment, or adjudication against us related to or arising from (a) any photographs, illustrations, graphics, audio clips, video clips, text, data or any other information, content, display, or material (whether written, graphic, sound, or otherwise) provided by Customer to us (the “Customer Content”), or (b) a claim that our use of the Customer Content infringes the intellectual property rights of a third party. To qualify for such defense and payment, we must: (i) give Customer prompt written notice of a claim; and (ii) allow Customer to control, and fully cooperate with Customer in, the defense and all related negotiations.

 

7. Disclaimer of All Other Warranties
WE DO NOT WARRANT THAT THE SEO SERVICES WILL MEET THE CUSTOMER’S EXPECTATIONS OR REQUIREMENTS. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE IS WITH CUSTOMER. EXCEPT AS OTHERWISE SPECIFIED IN THIS AGREEMENT, WE PROVIDES ITS SERVICES “AS IS” AND WITHOUT WARRANTY OF ANY KIND. THE PARTIES AGREE THAT (A) THE LIMITED WARRANTIES SET FORTH IN THIS SECTION ARE THE SOLE AND EXCLUSIVE WARRANTIES PROVIDED BY EACH PARTY, AND (B) EACH PARTY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, RELATING TO THIS AGREEMENT, PERFORMANCE OR INABILITY TO PERFORM UNDER THIS AGREEMENT, THE CONTENT, AND EACH PARTY’S COMPUTING AND DISTRIBUTION SYSTEM. IF ANY PROVISION OF THIS AGREEMENT SHALL BE UNLAWFUL, VOID, OR FOR ANY REASON UNENFORCEABLE, THEN THAT PROVISION SHALL BE DEEMED SEVERABLE FROM THIS AGREEMENT AND SHALL NOT AFFECT THE VALIDITY AND ENFORCEABILITY OF ANY REMAINING PROVISIONS.

 

8. Limited Liability
IN NO EVENT SHALL WE BE LIABLE TO CUSTOMER FOR ANY INDIRECT, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE, LOST PROFITS, WHETHER OR NOT FORESEEABLE OR ALLEGED TO BE BASED ON BREACH OF WARRANTY, CONTRACT, NEGLIGENCE OR STRICT LIABILITY, ARISING UNDER THIS AGREEMENT, LOSS OF DATA, OR ANY PERFORMANCE UNDER THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN. THERE SHALL BE NO REFUNDS. WE MAKE NO WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH REGARD TO ANY THIRD PARTY PRODUCTS, THIRD PARTY CONTENT OR ANY SOFTWARE, EQUIPMENT, OR HARDWARE OBTAINED FROM THIRD PARTIES.

 

9. Customer Representations
Customer makes the following representations and warranties for our benefit:
Customer represents to us and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to us are owned by Customer, or that Customer has permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend us and its subcontractors from any claim or suit arising from the use of such elements furnished by Customer.
Customer guarantees any elements of text, graphics, photos, designs, trademarks, or other artwork provided to us for inclusion on the website above are owned by Customer, or that Customer has received permission from the rightful owner(s) to use each of the elements, and will hold harmless, protect, and permission from the rightful owner(s) to use each of the elements, and will hold harmless, protect, and defend us and its subcontractors from any liability or suit arising from the use of such elements.
From time to time governments enact laws and levy taxes and tariffs affecting Internet electronic commerce. Customer agrees that the client is solely responsible for complying with such laws, taxes, and tariffs, and will hold harmless, protect, and defend us and its subcontractors from any claim, suit, penalty, tax, or tariff arising from Customer’s exercise of Internet electronic commerce.

 

10. Confidentiality
The parties agree to hold each other’s Proprietary or Confidential Information in strict confidence. “Proprietary or Confidential Information” shall include, but is not limited to, written or oral contracts, trade secrets, know-how, business methods, business policies, memoranda, reports, records, computer retained information, notes, or financial information. Proprietary or Confidential Information shall not include any information which: (i) is or becomes generally known to the public by any means other than a breach of the obligations of the receiving party; (ii) was previously known to the receiving party or rightly received by the receiving party from a third party; (iii) is independently developed by the receiving party; or (iv) is subject to disclosure under court order or other lawful process. The parties agree not to make each other’s Proprietary or Confidential Information available in any form to any third party or to use each other’s Proprietary or Confidential Information for any purpose other than as specified in this Agreement. Each party’s proprietary or confidential information shall remain the sole and exclusive property of that party. The parties agree that in the event of use or disclosure by the other party other than as specifically provided for in this Agreement, the non-disclosing party may be entitled to equitable relief. Notwithstanding termination or expiration of this Agreement, We and Customer acknowledge and agree that their obligations of confidentiality with respect to Proprietary or Confidential Information shall continue in effect for a total period of three (3) years from the effective date.

11. Assignability
Customer may not assign this Agreement or the rights and obligations thereunder to any third party without our prior express written approval. We reserves the right to assign subcontractors as needed to this project to ensure on-time completion.

12. Termination
The agreement will come to an end if any of the following occur.

1. SEO service completed
2. Either party enters bankruptcy
3. Any obligations of the agreement become impossible to achieve due to man-made calamities (War,Terrorism,Riots, ect) or any natural calamities (flood,hurricane,volcano).
4. Both parties approve written terms of termination.

13. Force Majeure
Neither party will be liable for, or will be considered to be in breach of or default under this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any causes or conditions that are beyond such Party’s reasonable control and that such Party is unable to overcome through the exercise of commercially reasonable diligence. If any force majeure event occurs, the affected Party will give prompt written notice to the other Party and will use commercially reasonable efforts to minimize the impact of the event.

14. Severability
If any provision of this terms of services shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable.

15. Waiver of Contractual Right
The failure of either party to enforce any provision of this terms of services shall not be construed as a waiver of limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this terms of services. This terms of services agreement shall be governed by and interpreted and enforced in accordance with the laws of the Hong Kong.

Last Update: Sept 1, 2015