Terms of Service

Our marketing service terms and conditions.

These Terms and Conditions apply when engaging the services of Local SEO Services | Murray SEO (“Murray SEO”, “we”, “us”). The client (“you”, “your”) means the person, company, or other entity buying the goods or services from Murray SEO. You agree that these Terms and Conditions (“Agreement”) and any subsequent terms and conditions issued by Murray SEO shall apply to all orders for the goods and the services made by you.

OVERALL SERVICES

1. CLIENT ACKNOWLEDGEMENTS

You acknowledge and agree that:

  • 1.1. Quotes and estimates provided by Murray SEO exclude GST.
  • 1.2. Murray SEO has the right to use work developed for you, as well as your company name, location, and logo(s), in its promotional material, in the context of showing its portfolio of work and clients.
  • 1.3. Murray SEO endeavours to be thorough in checking all files before production; however, you hold the ultimate responsibility for signing off all proofs as production-ready. Once you have signed off on a proof, Murray SEO is not liable for any charges that may occur due to errors.
  • 1.4. Murray SEO can communicate with you and your staff through all methods of electronic communication, including but not limited to email (both individual emails and bulk emails including enewsletters), SMS, and any other communication method we deem useful for delivering our services and communication to you.

2. CLIENT RESPONSIBILITIES

For the purposes of providing services, you agree:

  • 2.1. To authorise Murray SEO to edit content on your website and business profiles, including but not limited to: creating new pages, publishing new content, changing meta tags, title tags, creating and changing images, editing code, managing Google Business Profile attributes, posts, and details, and making any other changes for the purpose of fulfilling the services you have requested.
  • 2.2. You will identify clearly to Murray SEO the approval process required, if any, when Murray SEO makes changes to website or profile content. If no approval process is specified, Murray SEO will act in good faith when making changes, and will seek verbal or written approval for changes it deems you should be consulted on.

3. INTELLECTUAL PROPERTY LIABILITY

  • 3.1. You represent and warrant that any elements of text, graphics, photos, designs, trademarks, or other artwork provided to Murray SEO for inclusion on the website(s) or digital profiles are owned by you, or that you have received permission from the rightful owner(s) to use each of the elements, and will hold harmless, protect, and defend Murray SEO and its subcontractors from any liability or suit arising from the use of such elements.
  • 3.2. If you intentionally or unintentionally include the names of your competitors or trademarked terms in your website, business profiles, or advertising, you do so at your own risk and accept all liability associated with such action. Without limiting the above, Murray SEO may, but is not obliged to, at any time and in its sole discretion, remove competitor names or trademarked terms from local optimization and advertising campaigns.

4. FEES

You agree to pay Murray SEO any and all fee(s) for services provided.

  • 4.1. Payments are due according to the terms specified on each invoice. If terms are omitted from any invoice, that invoice is due 20 days after the end of the month the invoice is dated for.
  • 4.2. Setup Fees are due prior to the specified optimization or campaign work beginning.
  • 4.3. Murray SEO reserves the right to delay starting work, or to pause existing work, if a payment is overdue. When payment is made, the normal work process will resume.
  • 4.4. Murray SEO reserves the right to refer any unpaid account to a Debt Collection Agency. Once the matter has been referred to a Debt Collection Agency, you will be liable for all collection fees including the Agency fees and commission(s) Murray SEO would have to pay for this service.

5. COPYRIGHT

  • 5.1. All artwork, writing, designs, graphics, and photographs that are created by Murray SEO are the property of Murray SEO and protected under New Zealand copyright laws, until such time as the Client has settled all outstanding fees and accounts. At that time the Client will retain ownership of the material, unless the work carries a © copyright notice for Murray SEO or another party, or where different copyright terms have been agreed to in writing.
  • 5.2. All code developed or provided by Murray SEO (including but not limited to HTML, CSS, PHP, SQL) is the property of Murray SEO and protected under New Zealand copyright laws. When the Client has settled all outstanding fees and accounts, the Client is granted a non-exclusive licence to use the code.

ORDERING SERVICES

6. PLACING AN ORDER

You acknowledge and agree that:

  • 6.1. Services can be ordered from Murray SEO through a variety of methods including, but not limited to: signed contracts, order forms or quotes, email requests, online proposal acceptance, and verbal requests.
  • 6.2. Where a fixed quote is not provided for a job, both parties will act in good faith. Murray SEO will track time spent on the work and charge an hourly rate.

7. CANCELLATION OF SERVICES PRIOR TO COMPLETION

  • 7.1. Once a signed agreement, quote, or order has been accepted by Murray SEO, you will be responsible for full payment of all Fees specified on the agreement, quote, or order. If you cancel the services for any reason prior to completion (other than as a consequence of Murray SEO’s material breach of this Agreement or under your rights in clause 8.5), all Fees specified shall be immediately due and payable. If a Minimum Term is specified for any service, the Fees for the remaining Minimum Term shall be immediately due and payable.
  • 7.2. For any work undertaken where an agreement, quote, or order has not been approved, or where one has been approved but the work is to be charged at an hourly rate, if you decide to cancel the requested work prior to completion, you must give notice of cancellation in writing. Murray SEO will reconcile the hours worked, and will be entitled to payment for all outstanding Fees within 7 days.

8. TERMINATION OF RECURRING SERVICES

You acknowledge and agree that:

  • 8.1. Recurring services include any service where a fee is recurring, such as, but not limited to, website hosting, Search Engine Optimisation services (“SEO Services”), Google Business Profile tracking, online advertising campaigns, or domain renewal. The recurrence may be monthly, bi-monthly, quarterly, half-yearly, annually, or any other recurrence frequency.
  • 8.2. The recurring services supplied by Murray SEO may have a term stated on the quote, agreement, contract, or order form.
  • 8.3. Where the term is a Fixed Term, the services automatically terminate when the term is complete.
  • 8.4. Where the term is a Minimum Term, or no term is stated, you must give written notice to Murray SEO to terminate the services. The final day that the services will be provided (“Termination Date”) will be either the last day of the Minimum Term, or the last day of the month following the month the notice was received, whichever is later.
  • 8.5. If any service is designated as having an Early Termination Option, or if the quote states that we will not hold you to the minimum term, you can cancel the service prior to the Minimum Term, without needing to pay for the remainder of the Minimum Term, and with no other financial penalty, provided that:
    • (i) You are genuinely dissatisfied with either the results or Murray SEO’s performance of the service;
    • (ii) You discuss your dissatisfaction with Murray SEO verbally;
    • (iii) You then give Murray SEO at least 21 days to fix the areas in which you are dissatisfied; and
    • (iv) If, at the end of that period you are still genuinely dissatisfied, you give Murray SEO 7 days written notice that the services are to be terminated. This clause supersedes clause 7.1.
  • 8.6. Services are terminable by the client only in accordance with the above provisions (8.1 – 8.5), or as a consequence of Murray SEO’s material breach of this Agreement.
  • 8.7. Murray SEO may terminate this Agreement and access to the services, with or without cause of any type or nature, with 21 days’ notice.
  • 8.8. All provisions of this Agreement that by their sense or nature should survive termination of this Agreement (including, without limitation, all limits of liability, indemnity obligations, and confidentiality obligations) shall so survive. In the event of any termination, you shall remain liable for any amount due for services delivered by Murray SEO prior to the Termination Date.
  • 8.9. You must pay all Fees that accrue prior to the Termination Date.

SEO & GOOGLE BUSINESS PROFILE SERVICES

9. CLIENT ACKNOWLEDGEMENTS FOR SEO SERVICES

SEO Services and Google Business Profile Optimization are intended to provide your business website and map listings with improved positioning in selected search engines. If engaging Murray SEO for SEO Services, you understand, acknowledge, and agree that:

  • 9.1. MURRAY SEO HAS NO CONTROL OVER THE POLICIES AND RANKING ALGORITHMS OF SEARCH ENGINES WITH RESPECT TO HOW THEY CHOOSE TO RANK WEBSITES AND LOCAL MAP PACK LISTINGS IN SEARCH RESULTS, NOW OR IN THE FUTURE.
  • 9.2. While it is unlikely that search engines will exclude a full site or local profile from search results, it is common for search engines to take some time before new websites or edits are included in results, and it is very common that even established sites or profiles will experience variance in layout and visibility.
  • 9.3. Murray SEO makes no representations, warranties, or guarantees of any kind as to the level of sales, purchases, clicks, phone calls, sales leads, map rankings, or other performance that you can expect from the SEO Services provided by Murray SEO.
  • 9.4. Website and map rankings can fluctuate any day, any time, and between different users or locations because of ongoing changes in search algorithms, user proximity, localized search intent, SEO efforts made by competitors, and other factors.
  • 9.5. Newly edited websites or optimized profiles may experience a temporary boost in ranking for some targeted keywords for a short period of time, before the rankings settle. This is known as the ‘freshness boost effect’. You acknowledge that if this happens to your business, the subsequent adjustments in rankings are not poor performance by Murray SEO, and are instead a common search engine occurrence.
  • 9.6. For the duration of this Agreement, you agree not to engage any other third-party SEO Services or make conflicting core changes to optimized profiles, whether one-off services or ongoing services, without written agreement from Murray SEO in advance.
  • 9.7. Murray SEO is authorised to use all of your logos, trademarks, website images, profile photos, and the like, on your website and other digital properties, to create content that Murray SEO deems may be useful for search engine positioning and local optimization of your business.

10. SEO LINKING & OPTIMIZATION METHODS

In order to perform its SEO Services, Murray SEO may build brand signals, citations, and links from a variety of digital properties to your website or profile. This includes public directories, maps, and a curated collection of digital assets owned, accessed, or managed by Murray SEO (the “Murray SEO Network”). If engaging Murray SEO for SEO Services, you understand, acknowledge, and agree that:

  • 10.1. Your website may receive links or citations from properties within the Murray SEO Network.
  • 10.2. Murray SEO is permitted to add subtle references or links on your website pointing to non-competing properties, provided that:
    • (i) No link is made to a direct competitor’s business, without express written permission from you.
    • (ii) The links are not created on any main conversion pages on your site that website visitors commonly interact with, unless you give express permission.
    • (iii) Only one subtle link will be included in the footer or designated area of your site, which will not interfere with the user experience of your website visitors.
    • (iv) You can require any link to be removed that you choose.

11. EXCLUSIVITY

For SEO Services, if any keywords or local categories are agreed to be ‘Exclusive’ (“Exclusive Keywords”), a geographical region or city tier for this exclusivity (“Exclusive Region”) will be defined in writing. Murray SEO warrants that it will not undertake SEO Services for those specific Exclusive Keywords for any other company targeting the exact same Exclusive Region prior to the termination of this Agreement.

ONLINE ADVERTISING SERVICES

12. PAID ONLINE ADVERTISING

Online Advertising Services refers to all online advertising that has a direct cost for clicks, impressions, or inclusion, which Murray SEO organises and/or manages on your behalf. This includes, but is not limited to, Google Ads, Local Services Ads, and Facebook advertising (“Ads”). For these Ads you agree that:

  • 12.1. You will agree with Murray SEO on a budget for spending on the campaign. The agreed budget for spending on the Ads can be changed at your discretion whenever you choose, through either verbal or email instruction to Murray SEO. Murray SEO will confirm with you when the changes will be applied.
  • 12.2. Murray SEO will state clearly whether prices quoted include the ad spend cost of the Ads or whether it is strictly for agency management fees. If the direct costs of the Ads are not included, you will need to pay these directly to the companies that own the publishing networks, such as, but not limited to, Google and Facebook (“Publishers”).
  • 12.3. Where Murray SEO prices include the costs of Ads, if the portion of Fees allocated for Ads spend is not fully spent in a given period, the remaining amount will be added to the Ads spend allocated for the next period. If the Ads portion is overspent for a given period, the overspend is subtracted from the Ads spend allocated for the next period.
  • 12.4. Murray SEO reserves the right to modify Ads, including the associated keywords, target geographies, and Publishers, consistent with your objectives, at any time.
  • 12.5. While Murray SEO will take all reasonable efforts to promote the various products and services that you have selected to promote, it makes no guarantee – financial or otherwise – that all such products and services will be advertised, particularly if advertising all such products and services would result in exceeding the campaign budget you have set.
  • 12.6. You may select certain individual words or word phrases (“Keywords”) to be used in the campaign. While Murray SEO will take all reasonable efforts to promote these Keywords at the Publishers, it makes no guarantee – financial or otherwise – that all Keywords will be advertised, particularly if advertising all Keywords would result in exceeding the campaign budget or produce low quality results. Murray SEO is permitted to choose Keywords to add to the campaigns that it believes may benefit you.
  • 12.7. You agree that the rules for displaying Ads when certain Keywords are entered by a user at a Publisher are controlled by the Publisher and as such, you agree that Murray SEO makes no guarantee – financial or otherwise – about when or where Ads will be displayed.
  • 12.8. You agree that, while Murray SEO will use its best efforts to place Ads in the target geographies specified by you, Murray SEO does not control the system that displays the Ads and, as such, cannot guarantee that your Ads will only or primarily be displayed to people in the target geographies. You acknowledge that Publishers may use varying means to detect where people are located when determining whether to display an Ad, including, but not limited to: (i) IP targeting; (ii) user registration information; and (iii) explicit geographic search queries made by the user.
  • 12.9. Upon termination of online advertising services, any advertising accounts that have been created and owned by Murray SEO remain the property of Murray SEO. Likewise, any landing pages created in the Murray SEO landing page system (displayed at a subdomain of your website) remain the property of Murray SEO and will be disabled. You are permitted to copy the text content of the landing pages before the campaigns finish if you wish.

WEBSITE HOSTING SERVICES

13. DISK SPACE

Hosting accounts are allocated a disk space allowance. This allowance varies depending on the hosting package you purchase. Should your account exceed the allocated amount your website may stop working. We will provide pricing for upgrading your hosting package to a larger disk space allowance.

14. TRAFFIC

Murray SEO does not set arbitrary limits on the amount of visitor traffic a website can receive. However, if your monthly website traffic is considerably higher than expected for two or more consecutive months, Murray SEO reserves the right to renegotiate the hosting plan charges, in good faith, to a higher rate.

15. GUARANTEED BACKUPS

When hosting your website with Murray SEO, Murray SEO guarantees to backup your data that is stored on the web servers. Data that will be backed up includes website files and SQL databases. The guarantee does not include emails stored on an external mail server. The backups are for the purpose of enabling the website to be restored to a recent functional version.

  • 15.1. If a disaster occurs and data needs to be restored from the backup for the website to be functional again, reasonable time must be allowed for the restoration.
  • 15.2. If a disaster occurs and the data is not backed up, and the website is left in a non-functional state, the penalty for Murray SEO will be limited to:
    • (i) Restoring and/or rebuilding the website to a state that is comparable to the website’s functionality anytime in the one month prior to the disaster, at no cost to you, and
    • (ii) Providing free website hosting to you for that website for the following 12 months.

16. NOT FOR ARCHIVE STORAGE

Website hosting accounts with Murray SEO are not to be used for archives of files that consume more than 100MB. If files that Murray SEO deems fall into this category are found on the hosting account, we will give you 7 days’ notice to remove the files. If you do not remove the files, Murray SEO reserves the right to delete the offending files.

17. NON-PAYMENT & HOSTING SUSPENSION

If your website or DNS is hosted with Murray SEO and payment for your website hosting, or any other service by Murray SEO, is overdue, Murray SEO will send a warning notice. If the account remains overdue 7 days later, a second warning notice will be sent. If any part of your account with Murray SEO remains overdue 14 days after the second warning notice, Murray SEO reserves the right to suspend your hosting account and DNS. This means that your website will stop working and, potentially, your emails might stop working too. Your website data will be protected and the website reinstated when the account is paid. If the account remains overdue for 60 days after the second notice is sent, the hosting service will be terminated and Murray SEO reserves the right to delete all your data from its servers.

18. DATA RETENTION

Murray SEO shall not be responsible for retaining any of your data after account termination. After the account is terminated, all data may be deleted from the servers and from backups during scheduled backup rotation. Murray SEO is under no obligation to restore, provide on any storage media, or send out any data pertaining to terminated accounts.

LEGAL & LIABILITY TERMS

19. INDEMNIFICATION

You, the client, agree to defend, indemnify and hold Murray SEO, its sub-contractors, partners, and the respective directors, officers, and employees of each, harmless from and against any and all claims, losses, damages, liabilities, and costs (including, without limitation, reasonable attorneys’ fees and court costs) arising out of or relating to your breach of any of these Terms or use by you or any third party of the services, except to the extent the foregoing directly result from Murray SEO’s own gross negligence or wilful misconduct. Murray SEO reserves the right, at its own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you, the client.

20. GENERAL LEGAL PROVISIONS

  • 20.1. If any provision of this agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions.
  • 20.2. This Agreement and the relationship between you and Murray SEO shall be governed by the laws of New Zealand. Any action by either party hereto arising out of or in connection with this Agreement or the Service shall be brought in a court of competent jurisdiction located in New Zealand.
  • 20.3. Nothing in this Agreement gives rise to or is intended to give rise to a relationship between Murray SEO and you of employee and employer, principal and agent, or partnership.
  • 20.4. The provisions of the Agreement shall be binding upon and shall inure to the benefit of the parties hereto, their heirs, administrators, successors, and assigns.
  • 20.5. You may not assign this Agreement or the rights and obligations thereunder to any third party without the prior express written approval of Murray SEO.
  • 20.6. Murray SEO reserves the right to assign subcontractors to services.
  • 20.7. No waiver by either party of any default shall be deemed as a waiver of prior or subsequent default of the same or other provisions of this Agreement.
  • 20.8. No provision of this Agreement shall be interpreted against any party because such party or its legal representative drafted such provision.

21. LIMITED LIABILITY

In no event shall Murray SEO be liable to you for any indirect, special, exemplary, or consequential damages, including any implied warranty of merchantability or fitness for a particular purpose or implied warranties arising from course of dealing or course of performance, lost profits, whether or not foreseeable or alleged to be based on breach of warranty, contract, negligence, or strict liability, arising under this agreement, loss of data, or any performance under this agreement, even if such party has been advised of the possibility of such damages and notwithstanding the failure of essential purpose of any limited remedy provided herein. Murray SEO makes no warranty of any kind, whether express or implied, with regard to any third-party products, third-party content, or any software, equipment, or hardware obtained from third parties.

22. CONFIDENTIALITY

The parties agree to hold each other’s proprietary or confidential information in strict confidence. “Proprietary or Confidential Information” shall include, but is not limited to, written or oral contracts, trade secrets, know-how, business methods, business policies, memoranda, reports, records, notes, or financial information. Proprietary or Confidential Information shall not include any information which:

  • (i) Is or becomes generally known to the public by any means other than a breach of the obligations of the receiving party;
  • (ii) Was previously known to the receiving party or rightly received by the receiving party from a third party;
  • (iii) Is independently developed by the receiving party; or
  • (iv) Is subject to disclosure under court order or other lawful process.

The parties agree not to make each other’s Proprietary or Confidential Information available in any form to any third party or to use each other’s Proprietary or Confidential Information for any purpose other than as specified in this Agreement. Each party’s Proprietary or Confidential Information shall remain the sole and exclusive property of that party.

23. FORCE MAJEURE

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