Client Services Agreement

This agreement is between ZionDelta Labs ABN 28 252 536 923 ("ZDL", "we", "us", "our") and the purchaser of our services ("the Client", "you", "your").

1. Definitions

"Applicable Law" means any law, rule, regulation, or binding determination of a regulator applicable to the relevant person, action, or thing.

"Business Day" means a day (other than a Saturday, Sunday, or public holiday) when banks in Queensland are open for business.

"Client Data" means all content, images, logos, text, credentials, and business information provided by you to us for the purpose of delivering the Services.

"Confidential Information" means information belonging to either party that is not publicly available and is marked as confidential, advised as confidential, or would reasonably be treated as confidential. Excludes information that is publicly available, independently developed, already known, or required to be disclosed by law.

"Dashboard" means the online SEO reporting dashboard provided by ZDL at dash.ziondelta.com or any successor URL.

"Force Majeure Event" means an event beyond either party's reasonable control, including natural disasters, war, pandemic, utility failure, or government action.

"Managed Website" means a website built and hosted by ZDL or its subcontractors as part of a Plus tier Service.

"Service Order" means the subscription details including tier, pricing, and scope agreed when you purchase Services, as recorded in the ZDL client portal.

"Services" means the SEO and digital marketing services specified in your Service Order, which may include:

• Technical SEO audits and monitoring
• Keyword ranking tracking and reporting
• Content creation and optimisation
• Competitor analysis
• Google Business Profile management
• Client dashboard access and monthly reporting
• Managed website build and hosting (Plus tiers only)
• Any additional services agreed in writing

"Subscription Fee" means the monthly fees payable for your Services as specified in the Service Order.

2. Service Tiers

2.1. Services are provided in tiers. Your Service Order specifies your tier and what is included.

2.2. Tier features, content quotas, and reporting frequency are as published on our website or as agreed in your Service Order.

2.3. You may upgrade your tier at any time by written request. Upgrades take effect from the next billing cycle.

2.4. Downgrades require 30 days written notice and take effect from the next billing cycle after the notice period.

3. Term and Commencement

3.1. The minimum term is 30 days from the date of first payment.

3.2. After the minimum term, the agreement continues on a month-to-month basis.

3.3. Services commence after we receive the first payment and any required access credentials from you.

4. Termination

4.1. Either party may terminate by giving 90 days written notice to the other party.

4.2. Either party may terminate immediately by written notice if the other party:

• commits a material breach and fails to remedy it within 14 days of being notified in writing; or
• becomes insolvent, enters administration, or ceases to carry on business.

4.3. We may suspend Services if any payment remains overdue by more than 7 Business Days.

4.4. We may terminate if any payment remains overdue by more than 30 days.

4.5. On termination, we will:

• provide you with any reports or data generated during the Service period;
• for Plus tiers: facilitate transfer of your Managed Website to a hosting account nominated by you, subject to all outstanding fees being paid;
• return or delete your Client Data within 30 days of your written request;
• revoke your Dashboard access.

4.6. Termination does not affect any rights or obligations that accrued before termination.

5. Payment

5.1. The Subscription Fee is payable monthly in advance.

5.2. All prices are exclusive of GST unless stated otherwise. GST will be added at the applicable rate.

5.3. Payment is processed via Stripe. By subscribing, you agree to Stripe's terms of service.

5.4. You are responsible for any fees charged by your financial institution for failed or returned payments.

5.5. We will provide a GST-compliant tax invoice for each payment.

5.6. Website rebuild fees (where applicable) are one-time charges payable at the time of the Service Order.

6. Our Obligations

6.1. We will provide the Services with reasonable care and skill.

6.2. We will use reasonable endeavours to meet any timelines agreed in the Service Order, subject to your timely provision of access, content, and approvals.

6.3. We will provide you with access to the Dashboard for the duration of the agreement.

6.4. We will provide regular reporting as specified for your tier.

6.5. We may use subcontractors to deliver parts of the Services (including managed website development). We remain responsible for the quality of Services delivered by our subcontractors.

7. Your Obligations

7.1. You will provide us with timely access to your website, hosting, analytics, Google Business Profile, and any other accounts reasonably required to deliver the Services.

7.2. You will ensure that any content, images, or materials you provide to us do not infringe any third party's intellectual property rights.

7.3. You will promptly review and respond to requests for approval of content, changes, or access.

7.4. You will notify us of any changes to your business that may affect the Services (including business name, address, phone number, services offered, or operating hours).

7.5. You will keep your payment details current and ensure the Subscription Fee is paid on time.

8. Intellectual Property

8.1. Your content stays yours. All Client Data (text, images, logos, branding, business information) remains your property at all times.

8.2. You grant us a non-exclusive licence to use your Client Data for the purpose of delivering the Services during the term of the agreement.

8.3. SEO tools, dashboards, reporting systems, methodologies, and processes developed by ZDL remain our intellectual property.

8.4. For Plus tiers: the visual design and template of your Managed Website is owned by ZDL or its subcontractors. Your content within the website remains yours. On termination, you are entitled to receive a copy of your website content and a transfer of the website to your own hosting account (see clause 4.5).

8.5. Content created by us on your behalf (blog posts, landing pages, GBP posts) is licensed to you for use on your website and marketing channels for the duration of the agreement and after termination.

9. No Guaranteed Outcomes

9.1. SEO and digital marketing results depend on many factors outside our control, including search engine algorithm changes, competitor activity, market conditions, and third-party platform decisions.

9.2. We do not guarantee:

• specific search engine rankings or positions;
• specific traffic volumes, lead counts, or conversion rates;
• specific visibility in AI-generated search results, featured snippets, or knowledge panels;
• continued ranking positions once achieved.

9.3. We will provide transparent reporting on actual performance through your Dashboard and monthly reports.

9.4. Historical performance data and case studies are illustrative only and do not guarantee future results.

10. Liability

10.1. To the maximum extent permitted by law, our total liability under this agreement is limited to the total Subscription Fees paid by you in the 3 months immediately preceding the event giving rise to the claim.

10.2. We are not liable for:

• any indirect or consequential loss;
• loss of profits, revenue, anticipated savings, or business opportunity;
• loss of data (except where caused by our negligence);
• losses arising from search engine algorithm changes, platform policy changes, or third-party actions;
• losses arising from your failure to provide timely access, content, or approvals.

10.3. Nothing in this agreement excludes or limits liability for fraud, death or personal injury caused by negligence, or any liability that cannot be excluded under Australian Consumer Law.

11. Confidentiality

11.1. Each party will keep the other party's Confidential Information strictly confidential and will not disclose it to third parties except as required to deliver the Services, as required by law, or with the other party's written consent.

11.2. This obligation survives termination of the agreement.

12. Privacy and Data

12.1. We will handle your personal information in accordance with the Australian Privacy Principles and our Privacy Policy.

12.2. We may collect and process data about your website, search performance, and online presence for the purpose of delivering the Services.

12.3. We will not sell or share your personal information with unrelated third parties for marketing purposes.

13. Australian Consumer Law

13.1. Nothing in this agreement excludes, restricts, or modifies any consumer guarantee, right, or remedy conferred by the Competition and Consumer Act 2010 (Cth) or the Australian Consumer Law that cannot be excluded by agreement.

13.2. To the extent permitted by law, where we are liable for a breach of a non-excludable guarantee, our liability is limited (at our option) to re-supplying the Services or paying the cost of having the Services re-supplied.

14. Force Majeure

14.1. Neither party is liable for failure to perform obligations caused by a Force Majeure Event.

14.2. If a Force Majeure Event continues for more than 60 days, either party may terminate the agreement by written notice.

15. General

15.1. This agreement constitutes the entire agreement between the parties and supersedes all prior agreements, representations, and understandings.

15.2. Any amendment must be in writing and agreed by both parties.

15.3. If any provision is found to be unenforceable, the remaining provisions continue in full force.

15.4. We may assign this agreement to a successor business. You may not assign without our written consent.

15.5. This agreement is governed by the laws of Queensland, Australia. The parties submit to the non-exclusive jurisdiction of the courts of Queensland.