Terms & Conditions – Organik Search Limited

 

About these Terms

 

1. These Terms and Conditions (Terms) form a legally binding agreement between Organik Search Limited (we or us) and you, as our subscribing customer. These Terms govern your use and our provision of the various services included in your Campaign (Services) and apply to you from the Commencement Date and continue until terminated by you or us in accordance with clause 13 (Term).
2. By engaging us to provide the Services, you warrant and acknowledge that you have read and understood these Terms and have the authority to act on behalf of any person on whose behalf you are requesting the Services (e.g., your employer). You are deemed to have agreed to these Terms on behalf of any entity for whom the Services are provided.
3. It is likely that these Terms will need to change over time as we add features to the Services. We may change these Terms at any time, effective upon the posting of modified terms at and we will make every effort to communicate these changes to you via email. It is your responsibility to read, understand and agree to the most recent Terms available. Ongoing use of the Services following any modification to the Terms will constitute your acceptance of the modified Terms. If you don’t accept any modified Terms, then you can terminate this agreement in accordance with clause 13.2 below.

 

1. Definitions

 

In this Agreement, the spirit of the agreement is to ensure a mutually beneficial agreement.

• Google Ads means the online advertising service developed by Google (for more information, see ads.google.com).
• Agreement means these Terms and the Campaign.
• Business Day means any day other than a Saturday, a Sunday or a public holiday in Auckland, New Zealand.
• Commencement Date means the date specified in the Campaign. Confidential Information means information disclosed by a party under this Agreement that is marked as confidential or which might reasonably be expected to be confidential in nature.
• Disbursements means all third party related costs incurred by us, as outlined in a Campaign, in providing the Services, including, by way of example, Google Ads campaign expenses or other costs in connection with the purchase of media and advertising.
• Intellectual Property Rights means all intellectual property rights whether conferred by statute, at common law or in equity, including all copyright, rights in relation to inventions, trade secrets and know-how, rights in relation to designs, rights in relation to trademarks, business names and domain names.
• Related Company has the meaning given in section 2(3) of the Companies Act 1993 except that “company” shall mean a company or other body corporate wherever incorporated.
• Campaign means the separate plan agreed between us that sets out the services that we will provide to you and the fees payable for those services.
• Services means Digital Marketing and Search Engine Optimisation services.
• Third Party means any other software or service provider nominated by Organik Search Limited.
• Service Fee means the monthly fee (excluding any taxes) plus third-party
• Disbursements payable by you in respect of the Service, as specified in your Campaign or as otherwise agreed by us in writing.

 

2. Interpretation

1. In this Agreement, unless the context requires otherwise references to clauses are to clauses of this Agreement derivations of any defined word or term shall have a corresponding meaning; a gender includes each other gender; the headings to clauses are inserted for convenience only and shall be ignored in interpreting this Agreement; the word including and other similar words do not imply any limitation; a reference to a party includes its personal representatives, successors and permitted assigns; a person includes any individual, company, corporation, firm, partnership, trust, unincorporated body of persons or Government Agency; the plural includes the singular and vice versa; a reference to a statute includes all regulations and other subordinate legislation made under that statute.
2. A reference to any legislation (including subordinate legislation) includes that legislation as amended or replaced from time to time; the contra proferentem rule shall not apply in the interpretation of this Agreement; a document (however described and including this Agreement) includes that document as amended or replaced from time to time; an obligation not to unreasonably withhold agreement, consent or approval (or any similar obligation) includes an obligation not to unreasonably condition or delay such agreement, consent or approval (or other similar obligation); any obligation falling due for performance on or by a day other than a Business Day shall be performed on or by the Business Day immediately following that day; an obligation not to do something includes an obligation not to allow or cause that thing to be done; all amounts payable under this Agreement are expressed exclusive of GST and in New Zealand dollars.
3. If GST is payable on any amount it will be added to that amount and will be payable at the time the amount itself is payable.

3. Organik Search Limited Services

1. Provision of Services: We agree to provide the Services to you in accordance with these Terms. All Services provided by us are on a non-exclusive and non-transferable basis during the Term solely for your internal business purposes.
2. Changes: We may make changes to the Services from time to time, which may include the removal or discontinuation of any element of the Services. If any change we make materially reduces the benefit of the Services or removes any material functionality, then you may terminate your subscription under clause 13.2.

4. Our Rights and obligations

1. Our authority: You agree to grant us all rights, powers and authorities necessary to provide you with, or procure the provision of, the Services.
2. Google Ads: If your campaign includes the use of Google Ads as part of the Services: we will run all such Google Ads campaigns through our own account and we will not be obliged to provide you access to that account, but you will be able to access your business Google Ads account. we may (in our sole discretion) change the Google Ads used in that campaign to allow us to comply with any applicable legal requirements, industry codes or good practice; and if, after the Commencement Date, you request a change to the Google Ads and/or Google Ads campaign identified in your campaign, we may vary the Service Fees accordingly and will endeavour to notify you of: the likely timeframe that it will take to implement the change; any variations to our Service Fees that may be payable by you as a result of such change; and any changes necessary to be made to your Campaign as a result of such change.
3. Analytics/tracking: If your campaign includes analytics or tracking as part of the Services, we may apply various tracking solutions, including: call recording and the use of tracking phone numbers that will be displayed to the caller instead of your own phone numbers; email address tracking, allowing us to track your emails (and those of your personnel); click tracking code, enabling us to track those pages accessed as a result of those strategies implemented under the campaign and placing a frameset on your website with the tracking phone numbers and tracking email addresses, together with links to your website or other information we consider appropriate in relation to the campaign.
4. Credit checks: We may undertake credit checks (in our sole discretion) in relation to you.
5. Additional charges: If you request a change to your Campaign, whether in relation to clause 4.2(c) or otherwise, we may charge you for any reasonable costs incurred (including time spent at a rate as agreed between the parties at the time) in assessing and responding to that request, whether you proceed with that change or not. We will notify you at the time if we think any additional costs will be incurred as a result of us acting on your request.
6. Subcontracting: We may, in our sole discretion, subcontract any of our obligations under these Terms to any other person, provided that we will remain liable to you for all acts or omissions of each subcontractor as if they were our own acts or omissions.

5. Your obligations

1. Responsibilities: You agree to use the Services solely for your own internal and lawful business purposes and in accordance with these Terms and all applicable laws (including privacy and electronic marketing laws). In addition, you are responsible for:
   (a) paying all Service Fees in accordance with these Terms and as agreed with us;
   (b) providing all reasonable support to us, including responding promptly to our requests for information, in order to enable us to provide you with the Services;
   (c) not offering any products or services, via your website or otherwise, that will or will be likely to undermine the Campaign and/or the Services; and
   (d) performing your obligations as described elsewhere in these Terms.
2. Indemnity: You indemnify us for all losses, liabilities, costs and expenses (including but not limited to legal costs) suffered or incurred by us which arise directly or indirectly from any breach by you of these Terms.

6. Security

1. Security: We use all reasonable efforts to keep information secure, through technical and organisational measures. However, it is your responsibility to ensure that those security measures are appropriate in the context of your information and data. In the event of any unauthorised access or other security breaches, our liability will be limited in accordance with clause 12 of these Terms.