1 Definitions and interpretation
1.1  Definitions
In this agreement unless the context indicates otherwise, the following wordshave the following meanings:

Background IP means Intellectual Property of the Supplier which was inexistence prior to the commencement of this agreement, or which is subsequentlydeveloped by the Supplier independently of and for purposes unconnected withthis agreement.
Claims means all demands, claims, proceedings, penalties, fines and liability(whether criminal or civil, in contract, tort or otherwise).

Commencement Date means the date on which this agreement issigned by both Parties.
Confidential Information includes any information marked as confidential andany information received or developed by the Supplier during the term of thisagreement, which is not publicly available and relates to processes,equipment and techniques used by the Customer in the course of the Customer’sbusiness. This includes all information, data, drawings, specifications,documentation, source or object code, designs, construction, workings,functions, features and performance notes, techniques, concepts not reduced tomaterial form, agreements with third parties, schematics and proposals andintentions, technical data and marketing information such as customerlists, financial information and business plans.

Consumer Guarantee means a guarantee applicable to thesupply of goods or services which is incorporated into this agreement pursuantto division 1 part 3-2 of the Australian Consumer Law.
Contract IP means Intellectual Property created by the Supplier in the courseof performing its obligations under this agreement.

Customer means the Party named as the customer in Schedule.
Fees means the fees for the Services, as set out in a Services Agreement, or asotherwise agreed in writing between the Parties.

Force Majeure Event means any occurrence or omission as adirect or indirect result of which the Party relying on it is prevented from ordelayed in performing any of its obligations under this agreement and which isbeyond the reasonable control of that Party and could not have been preventedor mitigated by reasonable diligence or precautionary measures, includingforces of nature, natural disasters, acts of terrorism, riots, revolution,civil commotion, epidemic, industrial action and action or inaction by agovernment agency.

GST Law means the same as in the A New Tax System (Goods andServices Tax) Act 1999 (Cth). Intellectual Property means all present and future rights conferred by statute,common law or equity in or in relation to any copyright, trademarks, servicemarks, designs, patents, circuit layouts, plant varieties, business and domainnames, database rights, confidential information, know how, inventions andother results of intellectual activity in the industrial, commercial,scientific, literary or artistic fields existing anywhere in the world, whetheror not registered or capable of registration, and any goodwill associated withsuch activity and any applications, renewals and extensions of such rights.

Losses means all losses including financial losses, damages, legal costs andother expenses of any nature whatsoever.

Parties means the Supplier and the Customer, and Party means either one ofthem.

Personal Information has the meaning as defined in any applicable Privacy Law.

Privacy Law means any legislation or administrative requirement (as amendedfrom time to time) imposing an obligation in relation to the collection, use,disclosure, storage and transmission of Personal Information which isapplicable to a Party in the performance of its obligations under thisagreement, including without limitation any codes, principles or guidelinescontained in or arising out of such legislation.
Related Body Corporate has the meaning given in section 50 of the CorporationsAct 2001 (Cth) (Corporations Act).
Services means the services to be provided by the Supplier to the Customerunder this agreement, as set out in a Services Agreement, or as otherwiseagreed between the Parties in writing.

Services Agreement means a document, proposal, order form orother similar document setting out the services to be provided by the Supplierto the Customer and which is stated to be made pursuant to this agreement, andincludes any variations made to such document.
Special Conditions means any special conditions set out in the ServicesAgreement.
Supplier means Glynco Enterprises Pty Ltd (ABN 84 672 361 778).
Supplier’s Personnel means any person or persons that the Supplier designatesto perform the Services on the Supplier’s behalf.

Termination Date means the earlier of:
(a)  the date upon which all Services set out in a Services Agreement are performed and all associated Fees are paid by the Customer; or
(b)  such other date of termination, pursuant to the terms of this agreement.

1.2  Interpretations
In this agreement unless the context otherwise requires:
(a)  words importing any gender include every gender;
(b)  words importing the singular number include the plural number and vice versa;
(c)  words importing persons include firms, companies and corporations and vice versa;
(d)  references to numbered clauses, paragraphs and schedules are references to the relevant clause or paragraph in or schedule to this agreement;
(e)  reference in any schedule to this agreement to numbered paragraphs relate to the numbered paragraphs of that schedule;
(f)  any obligation on any Party not to do or omit to do anything is to include an obligation not to allow that thing to be done or omitted to be done;
(g)  the headings to the clauses and schedules of this agreement are not to affect the interpretation;
(h)  any reference to an enactment includes reference to that enactment as amended or replaced from time to time and to any subordinate legislation or bylaw made under that enactment; and
(i)  the word “including” (and related forms including “includes”) means “including without limitation”.

2  Customer agreement
(a)  This agreement comprises the following documents:
 (i)  the Special Conditions;
 (ii)  the Services Agreement; and
 (iii) these terms and conditions,and to the extent that there is any inconsistency between the terms contained in the documents that comprise this agreement, the Parties agree that the documents shall take precedence in the order set out in this clause 2.(b)  The Parties acknowledge and agree that each Services Agreement, including any variations or extensions to it, comprises a separate agreement between the Parties.

3 Services
(a) The Supplier will provide the Services to the Customer in consideration for the Customer paying the Fee to the Supplier, subject to the provisions of this agreement.
(b) The Services will be performed by the employees, agents, contractors and other representatives that the Supplier may choose as most appropriate to carry out the Services.
(c) The Supplier will use reasonable endeavours to complete the Services in accordance with any agreed timeframes.
(d) The Customer will endeavour to approve all work (such as content, design drafts, strategy proposals, etc.) supplied by the Supplier in a timely fashion, and acknowledges that delays in doing so may affect the effectiveness or timely delivery of the Services.
(e) The Supplier will provide the Services based on consultation with, and input from, the Customer. However, the Customer acknowledges and agrees that it is responsible for undertaking a final review and providing final approval for all Services.
(f) The Supplier may make recommendations on the selection of colours, fonts and other branding and design elements in respect of the Services, however, the Supplier takes no responsibility for such recommendations and the final design is subject to the review and approval of the Customer.
(g) The Supplier will use its best endeavours to utilise the tools and resources available to it to develop an SEO strategy for the Customer, however, the Supplier cannot and does not provide any guarantee or commitment as to the success of such strategy;
(h) The Supplier has no control over the policies of search engines or marketing platforms (such as Google Ads, Bing Ads, Facebook and LinkedIn) with respect to the type of sites and/or content that they accept now or in the future. The Customer’s website may be excluded, penalised or negatively affected in any search engine or marketing platform at any time at the sole discretion of the search engine or marketing platform. As such, to the extent permitted by law, the Supplier does not accept liability for any loss (which includes but is not limited to loss of profits, loss of saving, loss of rankings, loss of opportunity, loss of traffic, loss of business and damage to goodwill) arising from the use of the Service.
(i) Due to the competitiveness of keywords/phrases, ongoing changes in search engine ranking algorithms, and other competitive factors, the Supplier does not guarantee number 1 positions or consistent top 10 positions for any particular keyword, phrase, or search term in relation to SEO Services.

(j) The Customer acknowledges that the Supplier makes no warranty or guarantee that the Services provided will generate any increase in sales, business activity, profits or any other form of improvement for the Customer’s business or any other purpose.
(k) The Supplier is not responsible for any changes made to the Customer’s website or to marketing platforms by other parties that adversely affect any campaign results.
(l) The positioning and placement of any advertisement on any platform is at the discretion of the third-party publisher and out of the control of the Supplier. The Customer acknowledges that the publisher will use reasonable endeavours to position advertisements in accordance with the Customer’s instructions or request. The Customer agrees that the Supplier shall not be responsible or liable if the publisher fails to publish the advertisement in accordance with Customer’s instructions or requests.

‍4 Fees
4.1 Payment of Fees
(a) In consideration of the provision of the Services in accordance with this agreement, the Customer will pay the Supplier the Fees.
(b) The Customer acknowledges that the Fees are exclusive of any GST that may be charged by the Supplier to the Customer.

‍4.2 Invoicing
(a) The Supplier will provide the Customer with a tax invoice in accordance with the GST Law in relation to the Fees.
(b) Payment will be made by the Customer to the Supplier within 14 days after receiving the Supplier’s invoice.

‍4.3 Failure to Pay
‍If the Customer does not make a payment by the date stated in an invoice or as otherwise provided for in the agreement, the Supplier is entitled to do any or all of the following:
(a) Charge interest on the outstanding amount at the rate for the time being fixed under section 2 of the Penalty Interest Rates Act 1983 (Vic).
(b) Require the Customer to pay in advance for any Services (or any part of the Services) which have not yet been performed.
(c) Not perform any further Services (or any part of the Services) until all outstanding amounts are paid by the Customer.

4.4 Disputed invoices
If the Customer disputes the whole or any portion of the amount claimed in an invoice submitted by the Supplier, the Customer must:
(a)  pay the portion of the amount stated in the invoice which is not in dispute in accordance with the terms of payment set out in this agreement; and
(b)  notify the Supplier in writing within 14 days of receipt of the invoice, of the reasons for disputing the remainder of the invoice.

‍5 Customer’s obligations
(a)  During the performance of the Services the Customer will:
(i)  cooperate with the Supplier as the Supplier reasonably requires;
(ii)  provide all information and documentation that the Supplier reasonably requires;
(iii)  ensure that the Customer’s staff and agents cooperate with and assist the Supplier.

‍6 No partnership or employment relationship
(a)  Nothing in this agreement constitutes the relationship of employer and employee between the Customer and the Supplier or between the Customer and the Supplier’s Personnel.
(b)  It is the express intention of the Parties that any such relationships are denied.

‍7 Use of subcontractors
(a)  The Supplier is permitted to use other persons, including subcontractors, to provide some or all of the Services.
(b)  The Supplier remains responsible for the work of any of the Supplier’s subcontractors.

‍8 Disclosure and ownership of Intellectual Property
(a)  The Parties agree that, other than as expressly provided in this agreement, nothing in this agreement transfers or grants to any party any right, title or interest in or to any Intellectual Property in any Background IP. The Supplier grants to the Customer a worldwide, royalty free, perpetual, irrevocable, transferable, non-exclusive licence to use the Background IP to the extent necessary for the Customer to derive the full benefit from its acquisition of the Services.
(b)  The Customer acknowledges that ownership of the Contract IP remains vested in the Supplier. Subject to the Customer paying all outstanding Fees for the Services, the Supplier grants to the Customer an exclusive, perpetual, fully paid-up, irrevocable, worldwide licence to use the Contract IP for the sole purpose of enabling the Customer to derive the full benefit from its acquisition of the Services.
(c)  The Supplier agrees to indemnify the Customer fully against all liabilities, costs and expenses which the Customer may incur if the Contract IP or Background IP infringes the rights of a third party, save that the Supplier will have no indemnity obligation if any infringement, suspected infringement or alleged infringement of the Contract IP or Background IP arises from:
(i)  use of the Services in combination by any means and in any form with other goods not specifically approved by the Supplier;
(ii)  use of the Services in a manner or for a purpose not reasonably contemplated or not authorised by the Supplier;
(iii)  modification or alteration of the Services without prior consent in writing of the Supplier; or
(iv)  any transaction entered into by the Supplier relating to the Services without the Supplier's prior written consent.
(d)  The obligations accepted by the Parties under this clause 8 survive termination or expiry of this agreement.

‍9  Confidentiality
(a)  A Party which receives Confidential Information (Recipient) from the other Party (Discloser) must keep the Discloser’s Confidential Information confidential and not deal with it in any way that might prejudice its confidentiality.(
b)  The Recipient’s obligations in relation to the Confidential Information will continue for as long as the Confidential Information is maintained on a confidential basis by the Discloser.
(c)  At the Termination Date, or when earlier directed by the Discloser:
(i)  all Confidential Information must be returned to the Discloser, including all copies of the Confidential Information or any extracts or summaries of the Confidential Information that the Recipient makes and any software that the Recipient creates based on the Confidential Information; and
(ii)  the Recipient must erase and destroy any copies of any software containing or comprising the Confidential Information in the Recipient’s possession or under the Recipient’s control or that may have been loaded onto a computer possessed or controlled by the Recipient.
(d)  The Confidential Information does not include information which:
(i)  is generally available in the public domain otherwise than as a result of a breach of clause 9(a) by the Recipient; or
(ii)        was known by the Recipient prior to the Discloser disclosing the information to the Recipient.
(e)        The Recipient agrees to indemnify the Discloser fully against all liabilities, costs and expenses which the Discloser may incur as a result of any breach of this clause 9 by the Recipient.
(f)         The Recipient acknowledges that damages may be an inadequate remedy for breach of this clause 9 and that the Discloser may obtain injunctive relief against the Recipient for any breach of this clause 9.
(g)        The obligations accepted by the Recipient under this clause 9 survive termination or expiry of this agreement.
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10        Privacy
(a)        The Supplier collects, uses, holds and discloses all personal information in accordance with its privacy policy, which is available at Glynco Digital Privacy Policy sent in this email.
(b)        The Customer is responsible for obtaining all relevant consents from, and providing all relevant notices to, individuals whose Personal Information is provided by the Customer to the Supplier in connection with this agreement so as to ensure that the Supplier's dealings with that information pursuant to this agreement comply with the Supplier's obligations under any Privacy Laws.
(c)        The Customer must indemnify the Supplier against, and must pay the Supplier on demand the amount of, all Losses, liabilities, costs and expenses arising out of its failure to comply with clause 10(a).
(d)        The Customer must:
(i)         immediately notify the Supplier if it becomes aware of any unauthorised access to, or unauthorised disclosure of, Personal Information under its control by virtue of this agreement, and provide advice as to whether it considers that such security breach may result in serious harm to any individual to whom the information relates;
(ii)        comply with any directive from the Supplier as to which Party will discharge any statutory reporting obligation arising from the incident;
(iii)       conduct, or assist the Supplier in conducting, a reasonable and expeditious assessment of the breach or suspected breach; and
(iv)      ensure compliance with all mandatory data breach reporting obligations arising out if the breach or suspected breach.

11        Warranties, liability and indemnities
11.1    Warranties
(a)        The Supplier warrants that it will use reasonable care and skill in performing the Services.
(b)        If the Supplier performs the Services (or any part of the Services) negligently or materially in breach of this agreement, then, if requested by the Customer, the Supplier will re-perform the relevant part of the Services, subject to clauses 11.3(a) and 11.3(b) below.
(c)        The Customer’s request referred to in clause 11.1(b) must be made within 1 month of the date that the Supplier completes the performance of each separate part of the Services.
11.2    No warranties in relation to outcomes
Unless agreed otherwise in writing, the Supplier provides no warranty that any result, outcome or objective can or will be achieved or attained by the Customer at all as a result of the delivery or performance of the Services, including, without limitation, minimum lead generation, return on investment, sales revenue or any other measurable business or marketing performance metric.
11.3    Limitation on liability
(a)        Except in the case of death or personal injury caused by a party’s negligence, the liability of one party to the other under or in connection with this agreement whether arising in contract, tort, negligence, breach of statutory duty or otherwise must not exceed the Fees paid or payable by the Customer to the Supplier under the relevant Services Agreement. The provisions of this clause will not apply in relation to breaches of clauses 8, 9 and 10 of this agreement.
(b)        Neither Party is liable to the other Party in contract, tort, negligence, breach of statutory duty or otherwise for any loss, damage, costs or expenses of any nature whatsoever incurred or suffered by that other Party of an indirect or consequential nature including any economic loss or other loss of turnover, profits, business or goodwill. For the purposes of this sub-clause, “consequential loss or damage” includes any Loss that does not arise naturally and according to the usual course of things as a result of a breach of this agreement or other event giving rise to such Loss, whether or not such Loss may reasonably be supposed to have been in the contemplation of the Parties at the time they made this agreement.
(c)        The Supplier's liability to the Customer for failure to comply with a Consumer Guarantee is limited to:
(i)         in the case of goods supplied to the Customer, the replacement of the goods or the supply of equivalent goods (or the payment of the cost to the Customer of the replacement or supply), or the repair of the goods (or the payment of the cost to the Customer of the repair); and

(ii)        in the case of Services supplied to the Customer, the supply of the Services again or the payment of the cost to the Customer of having the Services supplied again.
11.4    No reliance
Each of the Parties acknowledges that, in entering into this agreement, it does not do so in reliance on any representation, warranty or other provision except as expressly provided in this agreement. Any conditions, warranties or other terms implied by statute or common law are excluded from this agreement to the fullest extent permitted by law.
11.5    Survival of obligations
The obligations accepted by the Supplier and the Customer under this clause 11 survive termination or expiry of this agreement.
12        Termination
(a)        Either Party may terminate this agreement or a Services Agreement immediately by notice in writing to the other if the Party notified:
(i)         fails to observe any term of this agreement; and
(ii)        fails to rectify this breach, to the reasonable satisfaction of the notifying Party, following the expiration of a reasonable period of notice of the breach being given in writing by the notifying Party to the other Party.
(b)        Either Party may terminate this agreement immediately upon the happening of any of the following events:
(i)         if the other Party commits a material breach of the agreement which is incapable of rectification;
(ii)        if the Customer enters into a deed of arrangement or an order is made for it to be wound up;
(iii)       if an administrator, receiver or receiver/manager or a liquidator is appointed to the Customer pursuant to the Corporations Act; or
(iv)      if the Customer would be presumed to be insolvent by a court in any of the circumstances referred to in the Corporations Act.
(c)        Either Party may terminate this agreement without cause on providing the other Party 30 days’ notice in writing.
(d)        Upon termination of this agreement any fees, expenses or reimbursements payable by the Customer to the Supplier in respect of any period prior to the Termination Date must be paid by the Customer within 14 days after the Termination Date. This includes, but is not limited to:
(i)         a proportion of the Fees, as determined by the Supplier acting reasonably, that are payable by the Customer in respect of any part performance of the Services; and
(ii)        any other reasonable committed or unrecoverable costs incurred by the Supplier (determined by the Supplier acting reasonably) in anticipation of providing all of the Services to the Customer throughout the term of the Services Agreement.
13        General
13.1    Force Majeure
(a)        Neither Party has any liability under or may be deemed to be in breach of this agreement for any delays or failures in performance of this agreement which result from a Force Majeure Event.
(b)        The Party affected by these circumstances must promptly notify the other Party in writing when such circumstances cause a delay or failure in performance and when they cease to do so.
(c)        If such circumstances continue for a continuous period of more than 3 months, either Party may terminate this agreement by written notice to the other Party.
13.2    Amendment
This agreement may only be amended in writing signed by duly authorised representatives of the Parties.
13.3    Assignment
(a)        The Customer may not assign, delegate, subcontract, mortgage, charge or otherwise transfer any or all of its rights and obligations under this agreement without the prior written agreement of the Supplier.
(b)        The Supplier may assign, delegate, subcontract, mortgage, charge or otherwise transfer any or all of its rights and obligations under this agreement by notice in writing to the Customer.
13.4    Entire agreement
(a)        This agreement contains the whole agreement between the Parties in respect of the subject matter of the agreement.
(b)        The Parties confirm that they have not entered into this agreement on the basis of any representation that is not expressly incorporated into this agreement.
13.5    Waiver
(a)        No failure or delay by the Supplier in exercising any right, power or privilege under this agreement will impair the same or operate as a waiver of the same nor may any single or partial exercise of any right, power or privilege preclude any further exercise of the same or the exercise of any other right, power or privilege.
(b)        The rights and remedies provided in this agreement are cumulative and not exclusive of any rights and remedies provided by law.
13.6    Agency, partnership etc.
(a)        This agreement will not constitute or imply any partnership, joint venture, agency, fiduciary relationship or other relationship between the Parties other than the contractual relationship expressly provided for in this agreement.
(b)        Neither Party will have, nor represent that it has, any authority to make any commitments on the other Party’s behalf.
13.7    Severance
If any provision of this agreement is prohibited by law or judged by a court to be unlawful, void or unenforceable, the provision will, to the extent required, be severed from this agreement and rendered ineffective as far as possible without modifying the remaining provisions of this agreement, and will not in any way affect any other circumstances of or the validity or enforcement of this agreement.
13.8    Notices
A notice or other communication connected with this agreement has no legal effect unless it is in writing. In addition to any other method of service provided by law, the notice may be sent by pre-paid post to the address of the addressee as set out in this agreement, or sent by email to the email address of the addressee.
13.9    Governing law and jurisdiction
This agreement takes effect, is governed by, and will be construed in accordance with the laws from time to time in force in Victoria, Australia. The Parties submit to the non-exclusive jurisdiction of the courts of Victoria.