Our Terms and Conditions

This website is owned and operated by Verandah Digital.

Our Website provides you with the opportunity to explore and utilize services offered by Verandah Digital.

These Terms and Conditions (Terms) regulate your use of our website, and our services, and establish a legally binding contract between us and you. It is essential to review these Terms meticulously. Any inquiries about these Terms should be sent to us in writing at support@verandahdigital.com before using our website or availing our services.

Our services are designed for adult users who are 18 years old and above.

Unless you are required to enter into any subsequent agreements with us, these Terms and the Proposal embody the entire agreement between you and us, overriding all prior agreements, actions, representations, and understandings. You affirm that you have not entered into this agreement based on any representation that is not explicitly included in this agreement.

1. Acceptance of terms

By browsing, accessing, or utilizing the services available on our website, irrespective of whether you avail of our services, you confirm that you have reviewed and comprehended these Terms and consent to be bound by them. It is important to clarify that any party entering into an agreement with Verandah Digital is subjected to these Terms.

2. Variations of terms

We hold the exclusive right, at our sole discretion, to modify, alter, or amend any section of these Terms. In such cases, we will notify you of the modifications by publishing the revised Terms on our Website. The revised Terms will be effective from the date of publication. Your ongoing use of our services and the Website signifies your acceptance of the revised Terms and your agreement to be bound by the updated Terms. If you oppose or disagree with the Terms, your sole recourse is to contact us at support@verandahdigital.com and immediately cease using the products and/or services.

3. Offers

You agree to engage us to deliver the services as outlined in the Proposal. To accept our offer to deliver the services, you must either pay the agreed deposit or consent to a payment schedule (Acceptance). If Acceptance does not occur within 28 days from the date the offer is extended, then our offer to deliver the services will lapse without any further notice to you.

4. Services

We will make reasonable efforts to provide our services according to the specifications mentioned in the Proposal and in compliance with these Terms until the services are terminated. While executing the services specified in the Proposal, we may engage sub-contractors for the production or provision of part of the services.

5. Fees

You agree to compensate us for our services as stipulated in the Proposal (Fees). If you transfer a domain name registered to you to another registrant, all charges owed to us will become immediately due and payable on the date of that transfer.

6. General disclaimer

We offer various services and products on our Website from time to time.

We do not assure or guarantee that any information provided by us will be free of infection by viruses, worms, trojan horses, or any other contaminative or destructive properties, that the information provided by us will not contain material which some individuals may deem objectionable, or that the functions or services performed by or through us will be uninterrupted or error-free, or that defects will be corrected.

We retain the right, at our sole discretion, to restrict, suspend, or terminate your access to all or any part of our service at any time for any reason without prior notice or liability. We may alter, suspend, or discontinue all or any aspect of the service at any time, including the availability of any service feature, database, or content, without prior notice or liability.

It is your sole responsibility to isolate software and information, execute anti-contamination software, and otherwise take steps to ensure that software or information, if contaminated or infected, will not damage your information or system.

We will use the best endeavours to secure our services; however, you acknowledge that it is not possible to prevent all malicious activities. We do not guarantee that the services will be uninterrupted, timely, secure, or error-free, or that they will be free from hackers, viruses, denial of service attacks, or other unauthorized accesses to our services or those of our suppliers.

Any template, document, information, guideline, forecast, and recommendation made by us concerning our services are based on the information available to us at that time. Nothing on our Website, or any of the content provided to you by us in the supply or connection with our services, claims to offer any information technology or other professional advice.

We expressly disclaim any and all claims arising from any representations made, whether express or implied, or reliance upon any representations made concerning our recommendations, or information supplied to you. You also acknowledge and agree to hold us harmless for any loss suffered as a result of our recommendations and information supplied in connection with our services and in accordance with this Website and further acknowledge and agree that the indemnities under clause 19 are considered reasonable.

Any testimonials and examples within our marketing materials are not to be interpreted as a guarantee that you will achieve the same or similar results. You acknowledge and agree that we, our directors, principals, employees, and representatives are not responsible for decisions that you may make based on our recommendations.

This clause survives the termination of these Terms.

7. Your responsibilities

You are required to furnish us with all necessary requested documents and information promptly and within the stipulated time frames to enable us to complete our tasks. It is your responsibility to provide any information, materials, excerpts, links, or content that we may reasonably request to facilitate the provision of our services to you. Failure to adhere to this requirement constitutes a significant breach of contract, authorizing us to cease our services and demand immediate payment of all outstanding fees.

You bear sole responsibility for acquiring all requisite intellectual property clearances, consents, and authorizations, including, but not limited to, those related to your proposed domain name, materials provided by you, content uploaded to your service, and merchant services agreements with relevant financial institutions. We reserve the right to reject any content that we deem inappropriate or that we believe may violate the intellectual property rights of others. You guarantee that the materials and content you provide do not infringe upon the intellectual property rights of any third party.

You must grant us sufficient access to your website, Google Ads account, Google Analytics, Facebook Ad Management, or similar platforms, as both parties have agreed, within 14 days of signing the Agreement.

You must maintain professionalism in all interactions with us. Failure to fulfill your responsibilities as outlined in this clause may hinder our ability to provide the services as agreed. Nonetheless, the service fees will remain due even if we are unable to render the services due to your failure to meet your responsibilities as specified in this clause.

Unless explicitly agreed as part of our service, you are responsible for regularly backing up your data, whether hosted on our computer systems or provided to us for the performance of our services.

We explicitly disavow any claims arising from any express or implied representations or reliance on any representations made concerning our recommendations or information provided to you. You also agree to absolve us of any loss incurred as a result of our recommendations and information supplied in connection with our services and according to this Site and acknowledge that the indemnities under clause 19 are deemed reasonable.

While providing our products and/or services, we may request that you supply us with responses, feedback, completed questionnaires, copy content, images, and other information necessary to optimize our service delivery. You agree to provide such information promptly. Delays in providing this information may result in our inability to provide the information to you.

Deemed Approvals: We have established the following procedure to adhere to your proposed timeline and meet deadlines. If you, the client, do not respond to a written submission or approval request within fourteen (14) days of receipt, Verandah Digital is entitled to consider the submission as approved. This applies to approvals required for keywords, content, website content, images, ad content (ad copies and creatives), campaign initiation and pausing required to maintain timelines and deadlines, and any other content-related matters.

8. Confidentiality

We value your confidential and proprietary information, ideas, plans, and trade secrets (collectively, Confidential Information), and by utilizing our services, you agree to respect our Confidential Information.

Neither party shall, without the prior written consent of the other party, use or disclose the other party’s Confidential Information, unless expressly permitted by the Terms or mandated by law or regulatory authority.

All materials and information provided to you by us are our confidential and proprietary information and intellectual property and belong exclusively to us. You may only use them as authorized by us.

If either party breaches or threatens to breach any terms contained in this clause, the other party is entitled to seek injunctive relief to prevent such violations.

This clause remains in effect after the termination of these Terms.

9. Copyright and trademark notices

All materials on this Site or otherwise delivered by us while providing our services, including but not limited to information, templates, text, graphics, information architecture, and coding (Our Content), are copyrighted. While you may browse or print Our Content for non-commercial, personal, or internal business use, you must obtain our prior written consent for any other use, copying, or reproduction. Modifying Our Content for any other purpose constitutes a violation of our copyright and other proprietary rights and is strictly prohibited.

You acknowledge that you do not acquire any ownership rights by using the Site or Our Content.

The trademarks, logos, and service marks displayed on our Site, denoting our brand, are either our registered or unregistered trademarks (our Marks). Our Marks, whether registered or unregistered, may not be used in connection with any product or service that does not belong to us, in any manner likely to cause confusion among customers, or in any manner that disparages us.

Nothing on this Site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of our Marks without our express written permission.

You agree that damages may be an insufficient remedy for a breach of these Terms and acknowledge that we are entitled to seek injunctive relief if necessary to prevent violations of its intellectual property rights.

This clause remains in effect after the termination of these Terms.

10. Right to suspend, terminate, and refund

We reserve the right to immediately suspend or terminate our services if you breach any of these Terms and fail to remedy such breach within 14 days’ notice of the breach.

Examples of a breach of these Terms include, but are not limited to:

Failure to pay the fees as per the Proposal or agreed payment schedule;
Contravention of any obligations under these Terms;
Failure to respond to our communications promptly;
Failure to act professionally;
Disparaging us on social media, forums, reviews, or websites;
Failure to provide adequate access to your website, Google Ads account, Google Analytics, Facebook Ads Management, or similar platforms, as agreed upon by both parties, within 14 days of signing the Agreement.

We may terminate our services at any time by written notice to you. In such cases, your monthly or weekly fees, as specified in the Proposal, will cease at the next billing cycle following the termination date.

You may terminate our services by providing 30 days’ notice, during which time we will continue to provide and charge for our services until the notice period has elapsed. If you terminate a service within the relevant minimum term of a particular service, the balance of the fees for the remainder of the term becomes due and payable immediately. Failure to pay the balance of the fees for the remainder of the term may result in legal proceedings against you, in which case all legal costs and other administrative expenses will be recoverable from you on a full indemnity basis. Time spent by Verandah Digital employees recovering payments will be charged at an hourly rate of $150 + GST.

Termination of the Google Ads Advertising service is governed by section 15.2. of these Terms.

If you wish to terminate the Meta Ads services at the expiration of the relevant minimum term, you must provide 10 days’ notice prior to the end of the minimum term, or if the term has elapsed, 10 days before the end of the next billing month. If you wish to terminate the Meta Ads services within the relevant minimum term, you must provide 10 days’ notice, and the balance of the fees for the remainder of the term will become due and payable. Upon termination of these Terms, all works resulting from our service will be taken down and rendered inaccessible as they remain our property.

Upon termination of these Terms, you will lose access to all our Meta Ads pages, ad accounts, business managers, audiences, and other collateral generated during our service period, as they remain our property. Upon termination of these Terms, we may delete any of your archived data within 30 days after the date of termination.

We will provide a full refund only if notice of termination is received within 10 days after the payment of our fee and we have not started any work towards the services. Refunds for our services will not be issued in any other circumstances, except where we are in breach of the Australian Consumer Law, as outlined in Schedule 2 of the Australian Competition and Consumer Act 2010 (Cth).

Any requests for refunds will be evaluated on a case-by-case basis, considering the costs associated with each service provided by us or when we determine, at our sole discretion, that genuine value has not been delivered. Refunds are not applicable for completed work, as we maintain a strict no-refund policy.”

11. Non-exclusivity

You recognize and accept that we may, at any time, offer our services to other clients in the same or similar industry as yours. We do not provide our services on an exclusive basis. However, we will make efforts to safeguard the confidential information you share with us, as per our privacy policy.

12. Pricing

All prices for our services are quoted in Australian Dollars (AUD) and include GST (if applicable), unless stated otherwise. They do not include delivery charges, customs duties, or other taxes, if applicable. Prices are subject to change without prior notice. We reserve the right to modify, cancel, or limit any Proposal or work at any given time.

13. Payment

The fees mentioned in the Proposal will be automatically charged from the credit card you provided, either weekly or monthly, as agreed in the Proposal unless a different arrangement is made. After the relevant minimum term for a service has passed, your service will automatically convert to a month-to-month service, and we will charge the then-current fee to the credit card you have provided.

You commit to maintaining sufficient funds in your designated account to cover any account withdrawals made by us on their scheduled due dates. If payment is defaulted or not received, you authorize us to debit any outstanding funds from your designated account without the need for notification at a later date.

Failure to fulfill financial obligations under these Terms may lead to legal proceedings initiated by us against you, in which case all legal costs and other administrative expenses will be recoverable from you on a full indemnity basis.

Time spent by Verandah Digital employees recovering payments will be billed at an hourly rate of $150 + GST.

We reserve the right to suspend or terminate any product or service, at our discretion, if payment is defaulted.

We reserve the right to authorize, at your expense, a debt-collection or other authorized agency to collect any amount not paid by you that is 60 days overdue.

We reserve the right to notify credit watch monitoring services of ongoing defaults, trends, or payment-avoiding strategies employed where we deem it appropriate.

If we invoice you for payment, it is due and payable by the payment date noted on the invoice. Failure to make payment by the payment date may result in the suspension of access to our product and/or services.

You acknowledge that if a debit is returned by your financial institution as unpaid, you are liable to pay a failed payment fee to us.

You will also be responsible for any fees and charges applied by your financial institution for each unsuccessful debit attempt, together with any collection fees, including but not limited to any debt recovery agency or law firm’s fees, as may be incurred by us.

You authorize us to attempt to re-process any unsuccessful payments after 3 business days. If the payment remains unsuccessful after 14 days, we will suspend all services, pending full payment.

In the event of a failed payment, you agree to pay us an administrative fee of $12 per failed transaction and $20 a week for late payment if we did not receive the payment within 7 days of an invoice being issued. Verandah Digital will add all late fees and administration fees to your next invoice.

If you transfer a domain name registered to you to another registrant, all charges owing to us shall become immediately due and payable on the date of that transfer.

If payment has not been made, as specified in the Proposal, your account will be suspended until payment has been received, and a reactivation fee of $50 will apply. If payment is delayed by 90 days, the account will be cancelled, and the account will not be subject to any form of a refund. Cancelled accounts cannot be reactivated, and any account history or information will not be retrievable.

14. Discounts, promotions and offers

Occasionally, we may provide the opportunity to purchase our services at a discounted or promotional price, subject to these Terms.

Any discounts, promotions, and offers will be confined to the time period and additional terms of sale in accordance with the details of that respective discount, promotion, and/or offer as published online from time to time on our Site.

By providing testimonials, you agree that we can use them for marketing and promotional purposes with your consent.

15. Rendering of our bilingual English Spanish services

15.1. Online Marketing Research and Strategic Planning service

Service overview

The Online Marketing Research and Strategic Planning service is a comprehensive process that involves market research, analysis, and strategic planning for your advertising campaigns. This bilingual English-Spanish service aids in identifying your target audience, selecting appropriate platforms, and formulating strategies to achieve your marketing objectives.

Service components

Audit & Strategy: Our service encompasses an audit of your existing online marketing efforts and the formulation of a strategic plan tailored to your business goals. This service serves as the foundation for future ad campaigns.

Incorporating Services: In the Proposal, we establish a minimum investment which covers the research and strategic planning phase. It’s important to note that this fee is exclusive of any ad spend or creative expenses, which will be discussed in detail in the Proposal.

Bundling Services: This service is intended as a one-time engagement, though we highly recommend coupling it with subsequent services such as ad management to ensure the seamless application of the strategic plan. For a bundled package, we establish a minimum investment, depending on the specific combination of services selected. Clients can also benefit from a discount if bundled with another service(s).

For comprehensive information on pricing, discounts, service scope, and the benefits of bundling, please refer to the Proposal document.

15.2. Google Ads bilingual English Spanish service

General

Upon your request, Verandah Digital, Cross-Cultural Creative and Marketing Agency, proficient in English and Spanish, agrees to promote your business on Google in alignment with the Proposal. This service can be delivered in either English, Spanish, or both languages. For the purpose of providing this service, you grant Verandah Digital the authority to create a Google Ads account on your behalf, including but not limited to Google Analytics.

Verandah Digital will establish the Google Ads account within our own management system and will retain ownership of all associated data. Please note that Google Ads are subject to Google’s own Terms and Conditions.

Verandah Digital cannot be held liable if your Google Ads account or campaigns are rejected by Google. You acknowledge that the outcome of Google Ads cannot be guaranteed to generate increased sales or business activity, and you agree not to hold Verandah Digital responsible for any losses or damages arising from the management of Google Ads. During the Google Ads management term, you will not have direct access to the Ads portal.

Terms

The minimum term for the management of Google Ads is 3 months, and the service will continue on a month-to-month basis thereafter unless terminated by you with a written notice of 30 days. All cancellations must be sent in writing to accounts@verandahdigital.com. Verbal cancellation will not be accepted.

Service

The Service encompasses the creation, customization, and continuous support of Google Ads campaigns (Campaign) on the Google Ads platform. Prior to initiating the Campaign, Verandah Digital will collaborate with you to establish the Management Fee, minimum campaign term, target Advertising Keywords (Ad Keywords), and a monthly budget for the campaign (Budget). Your obligation is to fulfill the monthly Management Fee as mutually agreed upon. Verandah Digital will execute the Campaign using the Google Ads platform and will act as your agent for the purpose of devising, overseeing, and managing the account.

Any funds remaining from the monthly Budget, regardless of the percentage, will be carried over to the following month’s Budget. No unused Budget at the conclusion of the Campaign will expire. The speed of building and launching the Campaign depends on your responsiveness to our requests for website information, visitor statistics, suggested Ad Keywords, and ad copy recommendations. Any delays in Campaign provisioning due to your failure to furnish requested information are beyond the responsibility of Verandah Digital.

Throughout the duration in which Verandah Digital administers your Campaign, your access to the Google Ads account will be restricted to ‘read only’ access to ensure optimal campaign control and performance. It is essential to note that if you intend to suspend (temporarily pause) Supplier management of your Google Ads accounts, this action necessitates the suspension/temporary pause of your Google advertising as well (which we will facilitate).

Top of Form

Acknowledgments

You acknowledge that Verandah Digital has no control over Google’s advertising policies regarding site and content acceptance. Google reserves the right to reject or exclude Campaigns at any time based on its discretion and in accordance with their Google Ads Policy https://support.google.com/adspolicy. Verandah Digital will use best efforts to ensure your ads appear on relevant searches, but no guarantees are made regarding sales, business activity, profits, or other business improvements.

Cancellation and termination

Performance estimates are not guaranteed and are provided without warranty. If you terminate the Google Ads service within the minimum 3-month term, you will owe the fees for the remaining term. Failure to pay the remaining fees may lead to legal proceedings, and you may be responsible for all legal costs and administrative expenses on a full indemnity basis. Time spent by employees of Verandah Digital recovering payments will be charged at an hourly rate of $150 + GST.

You may place Campaigns on hold at any time at the conclusion of any minimum term (if applicable) by providing 30 days’ prior written notice (On Hold). On Hold requests will automatically suspend all access to the Campaign. Any time you suspend Campaigns, they may be placed on hold for up to 1 month after the minimum term, after which they may be cancelled without notice. You are liable to pay all fees for the minimum term, even if you terminate the service before the term ends. Cancellation will result in the termination of access to the Campaign.

Publication

Once the Campaign is created, Verandah Digital will publish it on Google and other relevant advertising channels. You understand and authorize this publication without requiring prior approval. You will have the opportunity to review the Campaign after publication and provide revision requests. If you have objections to the Campaign, you must notify Verandah Digital immediately via email, specifying the reasons. Verandah Digital will review and attempt to address reasonable objections in good faith.

15.3. Bilingual Meta Ads service for English and Spanish

(Facebook Ads & Instagram Ads)

General

Upon your request, Verandah Digital undertakes the promotion of your business across diverse Meta platforms, which encompass Facebook, Instagram, and other relevant advertising platforms as outlined in the Proposal. This service can be provided in either English, Spanish, or both languages.

You acknowledge that any advertisements on these platforms are subject to their respective terms and conditions. These platforms reserve the right to refuse advertisements at their discretion. Any such refusal does not absolve you of your obligation to pay our fees. Verandah Digital makes no warranties or guarantees regarding the outcomes of advertising on these platforms. You agree not to hold us liable for any losses or damages arising from these advertising activities. You acknowledge that you are fully responsible for payment of invoices related to pay-per-click fees on these platforms. Failure to pay these invoices may result in campaign suspension until payment is received. During this period, our management fee will still apply, and no refunds or credits will be issued.

Term of the Meta Ads service

All performance estimates are non-guaranteed and imply no guarantee. You are obliged to pay all fees for the minimum term, even if you terminate the service before the term’s conclusion. If you terminate the Meta Ads service within the minimum 3-month term, you will owe the fees for the remaining term, which will be due immediately.

Meta Advertising

Before commencing any meta advertising campaigns, both parties will determine the Management Fee, minimum campaign term, target advertising spend on different platforms (Ad Spend), and a monthly budget (Budget). We will strive to fully utilize the Budget each month. No refunds or credits will be issued if the full amount is not spent within the month. All performance estimates are non-guaranteed. Add-on packs may be obtained on a monthly basis at your discretion.

Third-party platforms

Our service may encompass third-party platforms (Third Party Platforms) beyond our control. We cannot guarantee the availability, accuracy, legality, decency of content, or copyright compliance of these platforms. Linking to Third Party Platforms is done at your own risk. Verandah Digital is not liable or responsible for any content, products, or materials on Third Party Platforms. We disclaim any responsibility or liability for losses or damages incurred due to your use and reliance on Third Party Platforms.

15.4. Copywrite and Transcreation service, and Multilingual Content and Website Localization service, bilingual English Spanish

General

Upon your request, Verandah Digital agrees to provide you with our Copywrite and Transcreation service and/or our Multilingual Content and Website Localization service, as detailed in the Proposal. These services are available in both English and Spanish, or a combination of both languages.

Copywrite and Transcreation Service, bilingual English and Spanish

This service involves crafting copy intended to resonate with your target audience. Our Copywrite and Transcreation service entails our creative team developing copy with the intention of aligning it with cultural and emotional nuances. Transcreation includes the objective of adapting content for cultural resonance and emotional connection, with the purpose of facilitating engagement and fostering connections.

Copywrite and Transcreation process:

Prior to commencing the service, both parties will agree upon the scope, content requirements, and objectives of the copy. The copy will be crafted to communicate the intended message, whether in English, Spanish, or both languages. Add-on packs may be obtained upon the agreement of both parties.

Multilingual Content and Website Localization service, bilingual English and Spanish

This service goes beyond literal translation, aiming to adapt your content to different cultures and regional variations, with the intention of connecting with diverse, targeted audiences. Our Multilingual Content and Website Localization service may use principles of Multilingual SEO Copywriting, AI-driven Content Analytics, and Automated Content Testing with the purpose of developing culturally relevant communication strategies. Website Localization refers to optimizing content for targeted local or international markets, aiming to tailor it to suit cultural preferences, language variations, and user experiences.

Multilingual Content and Website Localization process:

Prior to commencing the service, both parties will agree upon the scope, content requirements, and objectives of the content to be translated. The resultant translation will be crafted to intend to communicate the same message as the original text, whether in English, Spanish, or both languages, to the targeted audience. Add-on packs may be obtained upon the agreement of both parties.

Term of both services

All performance estimates are non-guaranteed. You are obliged to pay all fees for the minimum term, even if you terminate the service before the term’s conclusion. If you terminate either the Copywrite and Transcreation service or the Multilingual Content and Website Localization service within the minimum 3-month term, you will owe the fees for the remaining term, which will be due immediately.

Bilingual English Spanish SEO

While rendering our services, bilingual in English and Spanish, we agree to utilize SEO principles to optimize your copy for search engine visibility and effectiveness. Verandah Digital and its services provide no guarantee of any nature to the client with respect to search engine rankings, positioning, and the resultant demand for, or sales of, the client’s products or services. Please read our SEO section in these Terms and Conditions for further clarification.

Third-party platforms

Our services may encompass third-party platforms (Third Party Platforms) beyond our control. We cannot guarantee the availability, accuracy, legality, decency of content, or copyright compliance of these platforms. Linking to Third Party Platforms is done at your own risk. Verandah Digital is not liable or responsible for any content, products, or materials on Third Party Platforms. We disclaim any responsibility or liability for losses or damages incurred due to your use and reliance on Third Party Platforms.

15.5. AI-Created Images service

General

Verandah Digital offers the AI-created Images Service, which involves generating images using advanced artificial intelligence technologies, as outlined in the Proposal.

Pricing

The AI-created Images Service is structured with different pricing options and potential discounts, which will be clearly presented in the Proposal document.

Service scope and amendment rounds

Clients engaging in the AI-created Images Service will have the benefit of two (2) rounds of amendments, allowing for refinements to be made to the generated images within the defined scope.

Ownership of final results

For ownership details regarding the final AI-generated images, please refer to the clause 17 “Intellectual Property Rights”.

AI-Created Images service and client satisfaction

While our team will strive to tailor the service to your preferences within its scope, it’s important to understand that dissatisfaction with the AI-generated images results does not warrant a refund. Should you require additional sets of images beyond the initial service, they can be provided at a separate charge.

Please review the Proposal document for comprehensive information on pricing, discounts, service scope, amendment rounds, ownership of the final AI-generated images, and the handling of unsatisfied clients.

16. Search Engine Optimization (SEO) bilingual English and Spanish

General

Upon your request, Verandah Digital agrees to optimize some of its services for SEO as detailed in the Proposal.

Verandah Digital and its services do not provide any guarantees regarding specific search engine rankings, positioning, or increased demand for your products or services. It’s crucial to acknowledge that SEO is influenced by numerous external factors beyond our control, which can significantly impact your website’s ranking and overall performance. These factors include, but are not limited to:

Poor or duplicate content on your website. • Hosting on an SEO-unfriendly content management system (CMS). • Limited access to your hosting or CMS. • Penalties, whether automatic or manual, imposed by search engines such as Google. • An unnatural link profile associated with your website. • Hosting on a slow or blacklisted server.

Moreover, it’s important to note that Google regularly updates its search algorithm, which can lead to fluctuations in your website’s rankings. While we make efforts to promptly address any negative impacts, we cannot guarantee improvements in rankings. All performance estimates provided are non-guaranteed and should not be interpreted otherwise.

Service considerations

The parties will collaboratively determine the key phrase or key phrases (based on the selected Services) for which our services will be provided (Agreed Key Phrases).

17. Intellectual property rights

The intellectual property rights in the technology and content provided by Verandah Digital, unless otherwise specified in writing, are owned by or licensed to us. Content includes, but is not limited to, text, graphics, logos, icons, images, sound clips, video clips, data compilations, page layout, underlying code, and software.

Upon full payment of the fees for the services outlined in the Proposal, we agree to transfer to you all rights, title, and interest in the copyright and other intellectual property rights in any artwork, manuals, information, material reports, source code, and other output produced, extended, or modified during the implementation of the services.

In relation to the content provided to us, you warrant:

You own the intellectual property rights in that content.
That content does not infringe upon the intellectual property rights of any third party.
That content is not fraudulent, stolen, or otherwise unlawful.
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.
That content is not defamatory, unlawfully threatening, or unlawfully harassing.
That content does not contain viruses or other computer codes, files, or programs designed to limit or destroy the functionality of other computer software or hardware.

18. Liability limitations

The disclaimers, limitations of liability, and indemnities within these Terms do not exclude rights that may not be excluded by law, including rights under applicable consumer protection laws.

We do not make any express or implied representations or warranties about, or shall be liable, in contract, tort (including negligence), or otherwise, for any direct, indirect, special, or consequential loss, damages, or reliance in connection with our Site, our products and services, or Our Content.

In no event will we be liable for any damages whatsoever, including but not limited to any direct, indirect, special, consequential, punitive, or incidental damages, or damages for loss of use, profits, data, or other intangibles, or the cost of procurement of substitute products or services arising out of or related to the use, inability to use, unauthorized use, or reliance upon this Site, our products and services, or Our Content.

This clause remains in effect after the termination of these Terms.

19. Your indemnity

You indemnify Verandah Digital, our officers, employees, and agents from all actions, suits, claims, demands, liabilities, costs, expenses, loss, and damage (including legal fees on a full indemnity basis) incurred or suffered by you or us as a direct or indirect consequence of using or attempting to use our information, products, services, or any breach by you or your agents of these Terms.

We are not responsible for, and expressly disclaim all liability to the fullest extent permitted by law, for damages of any kind arising out of use, reference to, or reliance on any information contained within our Site, Our Community, or through the use of our products or services.

This clause remains in effect after the termination of these Terms.

20. No disparagement

At all times, you must refrain from making any public or private statements or comments, whether oral or in writing, that, in our reasonable opinion, are averse to the interests, reputation, or commercial standing of Verandah Digital and/or any of our services. This includes avoiding any statement that is false and has the tendency to damage our reputation through any method, including but not limited to any social media platform or review website anywhere in the world.

Should you breach this clause, you hereby indemnify Verandah Digital in accordance with clause 19 above.

This clause remains in effect after the termination of these Terms.

21. Linked websites, affiliates, or sponsors

Affiliate Disclosure:

Verandah Digital may participate in the Amazon Associates program and other affiliate programs. This means that we may earn a commission from qualifying purchases made through the links provided on our Site. This commission helps support our business operations and allows us to continue providing valuable content and services to our users.

We want to assure you that our recommendations and endorsements are based on our genuine belief in the quality and relevance of the products or services. However, it’s important to note that your use of any recommended or endorsed products or services is at your own discretion, and Verandah Digital is not responsible for any issues arising from your interactions with external websites or products.

22. Severability

If any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect.

23. No assignment

No party may transfer or assign its rights under these Terms without the prior written consent of the other party.

24. Dispute resolution

In the event of a dispute between the parties regarding these Terms, the dispute must be resolved according to the following procedure:

Any party claiming that a dispute exists must notify the other party (Second Party) in writing, detailing the nature of the dispute. Claims against Verandah Digital should be directed to support@verandahdigital.com. If the dispute cannot be resolved through mutual agreement within 5 business days of the Second Party receiving the notice, either party may refer the matter to mediation. A mediator should be agreed upon within an additional 5 business days, or if agreement cannot be reached, the mediator shall be appointed by the executive director of the Australian Commercial Disputes Centre Limited. Once a mediator is chosen, the following terms apply: • The mediator’s costs are shared equally by both parties. • The mediator determines the mediation procedures. • The mediator does not have the authority to make any other determinations regarding the dispute.

If the dispute is not resolved through mediation within 10 business days of selecting a mediator, either party may commence legal proceedings as deemed appropriate.

This clause does not prevent either party from seeking urgent interlocutory relief from a court if necessary to protect their rights. Regardless of any dispute, both parties must continue to fulfill their obligations under the contract.

This clause remains in effect after the termination of these Terms.

25. Applicable law

These Terms are to be construed and governed by the laws of Victoria, Australia. By using our services and Site, you consent to the exclusive jurisdiction of the courts in Victoria to resolve any matter or dispute that may arise between us.

26. Special admonition for international use

The Website is designed to cater to users within Australia and beyond. As we aim to provide valuable content and services to a worldwide audience, please be aware of the following when accessing and using the Website from locations outside Australia.

While Verandah Digital endeavours to offer relevant information and services that are applicable in various regions, there might be variations in legal requirements and regulations. By accessing and using the Website from a country other than Australia, you acknowledge and agree that:

You are responsible for understanding and complying with the laws and regulations applicable in your jurisdiction.
All users, regardless of their location, are subject to the laws of Victoria, Australia, as specified in our “APPLICABLE LAW” clause above.
Verandah Digital shall not bear liability for any legal implications or consequences arising from your use of the Website outside Australia.
You shall indemnify and hold Verandah Digital harmless against any liability or claims arising from your use of the Website in a jurisdiction outside Australia.

It is important to note that while the Website is accessible to a worldwide audience, specific content, services, or offerings might be tailored to meet the unique needs of particular regions or jurisdictions. Verandah Digital does not assume responsibility for users’ adherence to local laws, regulations, or compliance requirements that may be applicable in their respective locations.

27. Your Feedback

We welcome enquiries or feedback on our Site. Unless explicitly stated by you, any information you provide to us will be considered non-proprietary and non-confidential. Please refer to our Privacy Policy for further details.

If you have questions or comments regarding this Site or our services, please contact us at support@verandahdigital.com. These Terms were last updated in March 2024.