Please read these terms and conditions carefully. They govern the use of this website and the provision of Opollo’s services described on this page, and acceptance of them constitutes a legally binding contract.
Last Updated: March 18, 2024
INTERPRETATION AND DEFINITION
In this agreement, the following terms shall have the respective meanings assigned to them:
“Agreement” means these Terms and Conditions, Service descriptions, Terms of Use, Payment Terms and the Project Brief and any addenda. In the event of any conflict between the terms of this Agreement for the provision of Services, the details of the Project Brief shall prevail, except for payment terms where the Payment Schedule shall prevail;
“Opollo” means Opollo, provider of online marketing solutions;
“Client” means the Company that enters into an agreement with Opollo, its employees, agents, representatives and sub- contractors, to whom the Service is provided as set out in the Project Brief;
“You” means any visitor to the Opollo website;
“Site” means the Opollo website at www.opollo.com;
“Commencement Date” means the date of commencement of the Services as set out on the signed Project Brief;
“Fees” means the amounts payable by the Client for the Services provided by Opollo as detailed in the Project Brief;
“Initial Term” unless otherwise stated in Project Brief means either 180 days from Commencement Date for SEO contracts and 90 days from the Commencement Date for Google AdWords™ or Social Media advertising.
“Payment Terms” means the agreed schedule of payments that the customer shall make to Opollo for the provision of services forming part of these Terms and Conditions;
“Services” means the services that Opollo currently offers, details of which are on the Opollo website and the services to be provided by Opollo to the Client as specified in the Project Brief.
GENERAL
This Agreement is by and between Opollo, its Clients their heirs, assigns, agents and contractors and Users of Opollo’s website and is made effective as of the date of electronic execution. By accessing the Opollo website, you acknowledge and agree that you have read, understood, acknowledged and agreed to be bound by all the terms and conditions of this Agreement.
TERMS OF USE
1. LICENSE
1.1 By offering this site for use, Opollo provides a worldwide, nonexclusive, nontransferable, revocable, limited license to access and make personal use of the information and services on this website, strictly subject to and in accordance with these Terms. Opollo reserves the right to amend or terminate this license at any time and for any reason.
1.2 Failure to comply with these Terms may result in automatic termination of this license, without prior notice. Except for the limited license set forth in these Terms, Opollo does not grant you any express or implied rights or licenses under any patents, trademarks, copyrights, or other proprietary materials.
1.3 The Opollo name and logos may not be used without our written consent. You agree that all the materials displayed on or available through this website, including without limitation any and all names, logos, data, information, graphics, underlying software, displayed on or available from this website are protected by copyright, trademark and other intellectual property laws and are available for your personal use only. In connection with viewing and using this website, you are permitted to temporarily download one copy of the materials posted on this website onto a single computer for your personal, non-commercial use only.
1.4 You must not copy, modify, alter, download, publish, broadcast, distribute, sell or transfer any such materials unless expressly provided for in these Terms or with our express written permission. All rights not expressly granted herein are reserved. Downloading of any information, content or images from this website does not transfer any right or ownership of such information, content or images to you and such information, content or images may be used solely in accordance with these Terms. All copyright and other proprietary notices contained in downloadable materials must be retained.
2. LINKS TO OTHER WEBSITES
2.1 Links to other websites are provided for your convenience. Opollo does not control these other websites and cannot be responsible for the content or accuracy of the information or other material on these websites. Unless expressly stated on this website, the provision of a link to an external website does not constitute an endorsement or approval of that website or any of the products or services on that website. You should seek independent expert advice if you have any concerns regarding what services, products or solutions may be suitable for you. Opollo will not be liable for any damages or injury arising from your access to such sites or content.
3. LIMITATIONS ON USE OF SITE
3.3 You agree to use the Site only for lawful purposes. You agree that you will not use any device, software or other instrumentality to interfere or attempt to interfere with the proper working of our site, and that you will not take any action that imposes an unreasonable or disproportionately large load on our infrastructure. In addition, you agree that you will not use any robot, spider, other automatic device, or manual process to monitor or copy our web pages or the content contained herein, without the prior express consent of Opollo.
TERMS OF SERVICE
Opollo offers internet marketing services that include, but not limited to: search engine optimization (hereinafter “SEO”), Google Adwords®, Linkedin and other Social Media advertising, Link Building, and Web design/development.
1. QUOTE FOR PROVISION OF SERVICES
1.1 All quotes supplied by Opollo are valid for 7 days from the date the quote is provided. Opollo may amend this provision during promotional periods. Acceptance can be provided in writing, via electronic mail, in writing or via fax.
2. COMMENCEMENT OF SERVICES
2.1 Opollo will send Client an email requesting additional information for the Project Brief. Opollo will commence work within fourteen (14) days after the date of receipt of information.
2.2 Opollo will use its best endeavours to provide Service to Client within a reasonable timeframe. Opollo is not liable for delays to project or anticipated timeframes for delivery of service.
3. PAYMENT TERMS
3.1 Client agrees to pay for the Products and Services in full prior to work commencing on the Project Brief, unless otherwise agreed at Opollo’s discretion. Invoices are payable within five (5) business days from the date of the invoice.
3.2 For SEO Contracts, a one-time setup fee will be assessed and payment is required prior to work commencing. Monthly maintenance fees are not included in the setup fee. Client will be billed for each month for the maintenance fee until customer provides Opollo with a written cancellation request.
3.3 If Client provides Opollo with their credit card information, you authorize Opollo to automatically charge your credit or debit card for charges that apply to your account. Recurring charges will be posted to your credit card until such time that you cancel your account in accordance with Opollo’s cancellation policy.
3.4 All payments to Opollo will be made in AUD or USD.
4. LATE OR NON-PAYMENT
4.1 If payment has been declined or has not been made, Client’s account will be suspended and a reactivation fee of $50 will apply.
4.2 For returned cheques due to insufficient funds, Opollo reserves the right to request alternate payment method.
4.3 If payment has not been received after 30 days, this will result in termination of our services and any links and SEO work will be removed. Cancelled accounts cannot be reactivated and any account history or information will not be retrievable. No refund will be given thereafter.
5. CLIENT OBLIGATIONS
5.1 Client will provide Opollo with reasonable direct and remote access to its website, and shall provide such other reasonable assistance as Opollo may request, including, but not limited to, providing source code and other statistical, diagnostic information and other relevant information required to enable Opollo to comply with its obligations under this Agreement.
5.2 Opollo shall provide the Services during the continuance of this Agreement Opollo will use reasonable efforts to provide Client with the Services in accordance with the estimated timeline set out in the Project Brief.
5.3 Where the Service being provided requires, Opollo will liaise with the relevant web agency, hosting company or other third party in order to provide the Services. Opollo shall not be liable for any act or omission by the relevant web agency, hosting company or other third party, if such act or omission results in Opollo breaching its obligations under this Agreement.
5.4 Opollo will not make changes to or update a Customer’s website prior to written or verbal consent from the Customer, stating that Opollo have the right to make the agreed changes and the Customer, as the website owner, agrees to and takes full responsibility for those changes being made.
6. IMPLEMENTATION OF SEO SERVICE
6.1 Opollo guarantees that Client’s website will appear on the first page of designated Search Engines within an agreed period of time of the Commencement Date. If Opollo is unable to achieve this ranking within that time period, Opollo agrees to provide further optimization services until such time when Client’s website is listed on the first page.
6.1.1 Client acknowledges that Opollo may, as part of the client’s SEO campaign, add links and content to the client’s website. If the client chooses to reject these additions, their First Page Guarantee may be rendered void, to the discretion of Opollo.
6.2 Client acknowledges that the guarantee applies only to selected keywords chosen by the Client. Opollo will advise Client to which keywords guarantee applies.
6.3 Client acknowledges that Search Engine Optimization (“SEO”) is governed by many factors which are outside the direct control of Opollo. Search Engines are third party systems with unknown variables, algorithms and indexing decisions that can change at any time and without notice over which we have no control. Opollo will use best efforts, techniques and accepted standards to improve Client’s Search Engine Ranking but cannot guarantee of #1 ranking of Client’s website on any major Search Engine using Client’s desired keywords. Client further acknowledges that the website’s ranking with a particular Search Term will rely on both the relevancy of that term on your pages, and the popularity of that term on other websites.
6.4 Client further acknowledges and understands that a website’s rankings may go backwards. Client agrees if this were to happen, no liability will be on Opollo and no refunds or discounts given.
6.5 Opollo is not responsible for changes made to the website by other parties that adversely affect the search engine rankings of the Client’s website.
6.6 Opollo is not responsible for the Client overwriting Opollo’s work to the Client’s site. (e.g., Client/webmaster uploading over work already provided/optimized). The Client will be charged an additional fee for re-constructing content.
6.7 Opollo follows a strictly ethical SEO policy and will not be responsible for any bans or search engine suspension for the following:
- duplicate sites, duplicate content or pages, redirects or doorway pages.
- link farms or any spanning techniques which may harm the web site’s ranking with Google.
- Increased traffic or sales
- hidden links
- automated web site submission software or websites
6.8 Client acknowledges that Opollo will add an “Marketing Services” by “Opollo” link to the footer section of each website they work on. This is Opollo’s branding and to remove it will cost $250.
7. LINK BUILDING
7.1 If requested Opollo shall provide the link building services as specified on the Opollo website and to the agreed specifications on the Project Brief.
7.2 The number of links stated in the Project Brief is the number of links that Opollo will provide on the link building report. The number is correct at the point at which the report is generated and quality controlled, whereupon it will be emailed to the Client.
7.3 Opollo offers no guarantee for the length of time each link will remain live after the point at which it has been confirmed and reported on the Customer link report.
7.4 Client acknowledges that Opollo is not liable for the content of those sites. Use of any such linked web site is at the Client’s own risk.
7.5 The inclusion of any link does not imply endorsement by Opollo of the site.
7.6 Client acknowledges that linking to “bad neighborhoods” or receiving links from “link farms” can seriously damage all SEO efforts. Opollo does not assume liability for the Client’s choice to link to or obtain a link from any particular website without prior consultation.
8. COPYWRITING
8.1 Opollo agrees to produce written material for inclusion on Client’s website upon the request of the Client and per the agreed specifications in the Project Brief.
8.2 Opollo agrees that it will be the sole author of the work, which will be original work by Opollo copywriter, free of plagiarism. Opollo agrees to use reasonable care to ensure that all facts and statements in the work are true and that the work does not infringe upon any copyright, right of privacy, proprietary right, right of publicity or any other right of a third party
8.3 Client may provide additional copy to Opollo. Client accepts full responsibility for all detail contained in the copy provided to Opollo and agrees to use reasonable care to ensure that all facts and statements in the work are true and that the work does not infringe upon any copyright, right of privacy, proprietary right, right of publicity or any other right of a third party.
8.4 Opollo acknowledges that Client has the right to edit the work in a time frame agreed upon in advance as it deems appropriate for publication, and that Opollo will cooperate with Client in editing and otherwise reviewing the work prior to publication.
8.5 Client agrees that they are responsible for reviewing the final draft for accuracy to include spelling and grammatical errors, statements and assertions. Opollo is not liable for errors discovered after publication.
9. CONTENT CALENDAR & MONTHLY CONTENT USAGE
9.1 Clients of Opollo will receive a 6-month content calendar. Clients must approve or provide feedback on this calendar within 14 days of receipt. Failure to respond within this timeframe will result in the automatic suspension of content creation and delivery for the unapproved periods.
9.2 For monthly content creation, clients are required to approve or provide feedback within 14 days of receiving each content piece. If a client does not respond within this period, the content for that month will be considered forfeited. Opollo will not be obligated to create, rewrite, or deliver this content at a later date.
9.3 If a client fails to respond or provide necessary approvals for a continuous period of 2 months, Opollo reserves the right to consider the service agreement paused or terminated. Clients will not be entitled to any content from the lapsed period upon reactivation of services.
9.4 This policy is equally applicable to social media content. Content missed due to client non-responsiveness will not be compensated or rescheduled in subsequent months.
9.5 Clients will not receive refunds or reimbursements for content forfeited as a result of non-responsiveness or failure to adhere to the stipulated approval timelines.
9.6 Reactivation or continuation of services after a period of non-responsiveness may require a new content planning process. Previously planned content calendars or strategies may no longer be applicable.
9.7 Opollo understands that exceptional circumstances may arise. Clients are encouraged to communicate such circumstances promptly. While Opollo will attempt to accommodate reasonable exceptions, this is not guaranteed and will be managed on a case-by-case basis.
10. WEB DESIGN AND DEVELOPMENT
10.1 All website projects commence with developing and delivering an Information Architecture (IA) document. This document is a critical project milestone and must receive formal written approval from the Client before any design or development work may proceed.
10.2 The Client must provide written approval or written feedback on the IA within fourteen (14) calendar days of receipt. If the IA is not approved within this timeframe, the project timeline will be automatically extended by the number of days exceeding the initial 14-day review period. For example, if approval is received on day twenty-eight (28), the project deadline will be extended by fourteen (14) days.
10.3 Opollo shall not be held liable for any delays, missed deadlines, or project schedule impacts resulting from the Client’s failure to provide timely approval or feedback on the IA. Such delays shall not constitute a breach of contract by Opollo.
10.4 The Client is responsible for informing Opollo in writing of any exceptional circumstances that may affect their ability to meet the approval deadline. While Opollo may grant reasonable extensions at its sole discretion, such exceptions are not guaranteed and will be assessed case-by-case.
10.5 Delays in IA approval initiated by the Client shall not pause, suspend, or otherwise alter the agreed billing cycle. All scheduled payments shall continue in accordance with the original Payment Terms, regardless of the Client’s responsiveness or internal approval processes.
10.6 Opollo agrees to design and develop a website at Client’s request and will deliver the work by to the agreed specifications in the Project Brief.
10.7 Client is solely responsible for preparing and posting detailed descriptions of each of its Project Briefs, including providing samples illustrating Client’s creative brief (“samples”), site structure, number of pages required, the applicable deadline, and other relevant terms and conditions. Client agrees to provide information to Opollo within 30 days of signing the agreed Project Brief.
10.8 Client agrees to supply the Opollo with adequate photography or imagery to use in the design; or SEO may recommend a stock photography bundle to suit the project. Client acknowledges that an additional fee may be assessed for any stock photography we acquire.
10.9 Client agrees that if it fails to deliver information or content to Opollo to enable development work to commence within thirty (30) days, that Opollo may at its discretion consider the project cancelled. Client also agrees that no refund would be payable under this circumstance and will not hold Opollo liable for subsequent breach of this Agreement.
10.10 Opollo will send Client a “Web Draft” once work is completed. Client agrees to review and test website for grammatical, spelling, graphical errors and coding bugs. Client hereby agrees that it is their sole responsibility to notify Opollo of any such errors during the revision cycle and before the final files have been generated. Client agrees to provide feedback and revisions to Opollo within fourteen (14) working days after receipt of the draft.
10.11 Client is responsible for acquiring and purchasing a domain name. Opollo may at its discretion advise Client on suitable names.
10.12 Client hereby acknowledges that Opollo is not responsible for any errors, grammatical or otherwise found in submitted material Client provides towards the development of the website.
10.13 Opollo agrees to resolve any errors or implement revisions requested by Client. Client agrees that a maximum of three revisions are available.
10.14 Client acknowledges that any change requests after final approval has been given to Opollo or after website is live in Production, that Opollo reserves the right to require Client sign a new contract and pay any subsequent fees. Opollo will not commence work on subsequent change requests until full payment has been received.
10.15 Client acknowledges that Opollo will add a “Web Design” by “Opollo” link to the footer section of each website they work on. This is Opollo’s branding and to remove it will cost $250.
11. INTELLECTUAL PROPERTY AND COPYRIGHT
11.1 The technology and content provided on the Opollo, unless specified otherwise is owned by or licensed to Opollo. Content includes but not limited to text, graphics, logos, icons, images, sound clips, video clips, data compilations, page layout, underlying code and software.
11.2 Opollo and its licensors retain all proprietary rights to that content and technology and by continuing to use this website, Client acknowledges said content and technology is protected by Australian and international intellectual property laws.
11.3 For all content, imagery or photography provided to Opollo in the provision of services, Client hereby warrants:
i. they own the intellectual property rights in that content;
ii. that content does not infringe the intellectual property rights of a third party;
iii. that content is not fraudulent, stolen, or otherwise unlawful;
iv. that content does not violate any applicable law, statute, ordinance, or regulation (including but not limited to, those governing export control, consumer protection, unfair competition, or criminal law);
v. that content is not defamatory, unlawfully threatening, or unlawfully harassing; and vi. that content does not contain viruses or other computer codes, files, or programs which are designed to limit or destroy the functionality of other computer software or hardware.
11.4 Opollo reserves the right to refuse any content it considers to be in contravention with any of the above statements.
12. STOCK IMAGERY/PHOTOGRAPHY
12.1 Client acknowledges that copyright to any stock imagery or photography used on Client’s websites is retained by the owner.
12.2 Client acknowledges that such images can therefore not be used or re-used for any other purpose and can only be used as they were placed onto your website by Opollo. Any editing of the dimensions in which they appear may contravene their usage rights.
13. TRUTH IN ADVERTISING
13.1 Client hereby warrants that there is nothing in any advertisement or other material provided to Opollo, or in any material to which the advertisement or other material links or refers, that violates any personal or proprietary right of any third party, constitutes false advertising, is harmful, or violates any law or governmental regulation.
13.2 Client agrees to indemnify and hold harmless Opollo, its employees, directors, heirs and assigns against all liability, loss, damage and expense of any nature, including attorneys’ fees, arising out of the publishing, distribution, or transmission of any advertisement submitted by or on behalf of the Client or the linkage of any advertisement to any other material
14. ASSIGNMENT OF INTELLECTUAL PROPERTY TO CLIENT
14.1 All copyright and other intellectual property rights in any work created, commissioned or otherwise acquired by Opollo during the implementation of any contract between Opollo and Client shall remain with Opollo until full payment has been received.
14.2 Upon full payment, Opollo hereby agrees to transfer to the Client all rights title and interest in the copyright and other intellectual property rights in all artwork, manuals, information, material reports, source code and other output which is produced, extended or modified during the production of the work outlined.
15. TERM OF AGREEMENT AND CANCELLATION
15.1 The Initial Term for the Agreement for Services shall continue as follows unless otherwise mutually agreed upon in writing for 90 days.
15.2 Following the Initial Term, this Agreement shall renew at the end of each 60-day period for a successive 60-day term unless either party provides a minimum of 60 days written notice of its intention not to renew or if both parties agree to enter a new contract term for a determined time period.
15.3 Cancellations become effective on the day processed by Opollo. Client will be notified of the cancellation via email.
15.4 If Client cancels before the end of the initial contract term a penalty will be assessed.
16. DISCLAIMER OF WARRANTY AND LIMITATION OF LIABILITY
16.1 Opollo warrants that the services provided will at the time of delivery correspond to the specifications provided in the agreed upon Project Brief.
16.2 Client acknowledges that Opollo does not warrant or make any representations concerning the accuracy of design, content, features, features, functions and performance of any web pages created by Opollo or any advertisement placed on social media websites or otherwise, nor does it warrant or make any representations concerning the accuracy, likely results, or reliability of any optimization services it provides.
16.3 Client hereby agrees that the responsibility to check the performance, accuracy and quality of any web pages created by Opollo rests solely with them.
16.4 Client hereby agrees that Opollo is not liable for any failure to carry out services for reasons beyond its control including but not limited to acts of God, telecommunication problems, software failure, hardware failure, third party interference, Government, emergency on a major scale or any social disturbance of extreme nature such as industrial strike, riot, terrorism and war or any act or omission of any third party services.
16.5 Client agrees Opollo is not liable for absence of services as a result of illness or holiday.
16.6 The content on this Site is for general information only and use and is not intended to address your particular requirements. In particular, the content does not constitute any form of advice, recommendation or arrangement by Opollo and is not intended to be relied upon by users in making (or refraining from making) any specific investment or other decisions. Appropriate independent advice should be obtained before making any such decision. Any arrangements made between Client and any third party named on this Site is at Client’s sole risk and responsibility.
16.7 Use of this site is at your sole risk. All materials, information, and services are provided “as is,” with no warranties or guarantees of any kind, either express or implied, including, without limitation, implied warranties of merchantability, fitness for a particular purpose or non-infringement. Without limitation, Opollo makes no warranty or guarantee that this web site will be uninterrupted, timely, secure, or error-free.
To the maximum extent permitted by law, under no circumstances and under no legal theory, tort, contract, or otherwise, shall Opollo or any of its underlying service providers, business partners, information providers, licensors, officers, directors, account providers, employees, distributors or agents (collectively referred to for purposes of this section as “Opollo”) be liable to you or any other person for any money damages, whether direct, indirect, special, incidental, cover, reliance or consequential damages, even if Opollo shall have been informed of the possibility of such damages, or for any claim by any other party. In the event that notwithstanding the foregoing, Opollo is found liable to you for damages from any cause whatsoever, and regardless of the form of the action (whether in contract, tort (including negligence), product liability or otherwise), the liability of Opollo to you will be limited to the amount you paid for the services.
Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so this limitation and exclusion may not apply to you.
17. TERMINATION
17.1 Client acknowledges and agrees that Opollo, at its sole discretion, may suspend access to this website, suspend services, or terminate this Agreement if the Client:
i. fails to pay any sum due under this Agreement, and such sum remains unpaid for 5 days after written notice from Opollo that such sum has not been paid;
ii. ceases to carry on business or becomes insolvent, or has an administrator or receiver appointed, or enters into liquidation, or enters into any agreement with its creditors;
iii. fails to fulfill any of its obligations under any part of this or any other agreement that it has with Opollo;
iv. interferes with or impairs the Service, or Opollo’s ability to deliver the Services;
v. behaves in a manner found to be unlawful, inconsistent with, or in violation of, the letter or spirit of the terms of this Agreement.
18. CONFIDENTIALITY
18.1 Save as provided in this Agreement each party shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed by one party to the other. Each party shall restrict disclosure of such confidential material to such of its employees as need to know the same for the purpose of discharging its obligations under the Agreement and shall ensure that such employees are subject to corresponding obligations of confidentiality.
19. INDEMNIFICATION
19.1 Client agrees to indemnify and hold harmless Opollo, its employees, directors, heirs and assigns against all liability, loss, damage and expense of any nature, including attorneys’ fees, arising out of the publishing, distribution, or transmission of any advertisement submitted by or on behalf of the Client or the linkage of any advertisement to any other material.
20. SEVERABILITY
20.1 If any provision of these Terms is held to be unenforceable, or invalid, for any reason, then that provision is deemed to be modified to the extent required to remedy the unenforceability or invalidity or if it is not possible to remedy the unenforceability or invalidity, that provision is to be severed from these Terms and these Terms will otherwise remain in full force.
21. JURISDICTION
21.1 This Contract shall be governed by the laws of the State of Victoria, Australia. The parties submit all disputes arising between them to the courts in the State of Victoria and any court competent to hear appeals from those courts of first instance.
22. ENTIRE CONTRACT
22.1 These Terms are the entire agreement between the parties regarding the use of this Website and the purchase of any services and supersedes all previous negotiations, commitments and agreements about the website and the services.
23. CASE STUDIES & REFERENCES
23.1 By agreeing to these terms and conditions, the client grants Opollo the express permission to create, publish, and distribute case studies and related marketing materials that detail the services provided, results achieved, and any other relevant information related to the client’s engagement with Opollo. The client acknowledges and agrees that Opollo may use such case studies for promotional, marketing, and educational purposes.