Online Visibility Services Terms

1.1 These terms apply to the supply of online visibility services (including search engine optimisation (SEO) and generative engine optimisation (GEO)) by XRAYAI Pty Ltd ABN 15 695 780 173 (we, us or our) to the client named in the retainer or engagement document that refers to these terms (you or your).

1.2 Your agreement with us is made up of: (a) the signed retainer or engagement document (the Retainer); (b) any proposal attached to or referred to in the Retainer (the Proposal); and (c) these terms. Together they are the Agreement.

1.3 If there is any inconsistency, the Retainer prevails first, then these terms, then the Proposal.

1.4 By signing the Retainer, you agree to these terms.

2.1 In the Agreement: ACL means the Australian Consumer Law in Schedule 2 to the Competition and Consumer Act 2010 (Cth); Confidential Information means information disclosed by or for a party that is by its nature confidential or is identified as confidential; Existing Website means your website and its underlying code, build framework, hosting, plugins, integrations and configuration as they exist when the Services begin; Fees means the amounts set out in the Retainer; Services means the services described in the Retainer and Proposal; and Term means the period set out in the Retainer.

2.2 A reference to a person includes a body corporate. Headings are for convenience only. The words include and including are not words of limitation.

3.1 We will provide the Services with due care and skill and within a reasonable time. We may use subcontractors, but we remain responsible for the Services.

3.2 The Services are limited to what is set out in the Retainer and Proposal. Anything not expressly included is out of scope. Additional or changed work will only be undertaken under a written change order that records the scope, the fee and any effect on timing.

4.1 All Fees are in Australian dollars and exclusive of GST. If GST is payable on a supply under the Agreement, you must pay, in addition to the Fees, an amount equal to the GST on receipt of a valid tax invoice.

4.2 Unless the Retainer says otherwise, Fees are payable in advance. We will issue a tax invoice for each amount, and invoices are payable within seven (7) days of the invoice date.

4.3 You must pay the Fees in full without set off, deduction or withholding. If an amount is not paid when due, we may charge interest on the overdue amount at 2% above the Reserve Bank of Australia cash rate, calculated daily, and recover reasonable costs of recovery.

5.1 The Term is set out in the Retainer and is a fixed, minimum commitment. You cannot cancel or terminate the Agreement for convenience during the Term.

5.2 You may only terminate before the end of the Term where we commit a material breach that we do not remedy in accordance with clause 16.

5.3 If you cancel, suspend the engagement, fail to pay, or otherwise repudiate the Agreement before the end of the Term, the entire balance of the Fees for the full Term becomes immediately due and payable as a debt. The parties agree this reflects our committed resourcing and front loaded work, and is a genuine pre estimate of our loss, not a penalty.

5.4 Fees already paid are not refundable, except for any amount invoiced in advance for Services not yet commenced where you lawfully terminate for our unremedied material breach.

6.1 SEO and GEO outcomes depend on factors outside our control, including the algorithms and policies of search engines and AI platforms (such as Google, ChatGPT, Perplexity and Google AI Overviews), how those platforms are operated and changed from time to time, competitor activity, market conditions, and your own implementation of recommendations.

6.2 We do not guarantee, warrant or represent any particular result, including any specific search ranking or ranking position, traffic volume, number of leads or enquiries, conversion rate, inclusion or citation in any AI generated answer, indexing outcome, or revenue or commercial result. Any timeframes, projections or examples are estimates only and are not commitments.

6.3 Results commonly take time to appear and may fluctuate. A change in ranking or visibility, up or down, is not of itself evidence that we have or have not performed the Services with due care and skill. We commit to performing the agreed Services and deliverables, not to achieving any specified outcome.

7.1 We provide the Services in relation to your Existing Website, which we did not build and do not control. We work with it as it is.

7.2 We are not responsible or liable for any delay, limitation, reduced effectiveness, additional cost or inability to deliver any part of the Services that arises from or is contributed to by: the architecture, framework, code quality or build configuration of the Existing Website; your hosting environment, content management system, plugins, themes or third party integrations; latent defects, errors or technical debt in the Existing Website; or changes made to the Existing Website by you or any third party.

7.3 Where a recommended fix requires changes to underlying code, the build pipeline, hosting or systems that we cannot access or are not authorised to modify, our obligation is limited to identifying the issue and providing written recommendations. Implementation is your responsibility unless expressly agreed in writing as part of the Services.

7.4 Remediation of latent defects, rebuilding or re platforming the Existing Website, and work required to overcome limitations of its architecture, are out of scope and, if required, will be quoted and agreed separately. We may adjust timeframes where the state of the Existing Website materially affects delivery.

8.1 You must, in a timely manner and at no cost to us: provide the access, credentials, information, content, approvals and instructions we reasonably require; ensure you are authorised to grant that access and to have the Services performed on the Existing Website; respond to our requests, reviews and approvals within five (5) business days; and implement, or authorise the implementation of, our recommendations where this is needed for the Services to be effective.

8.2 You are responsible for the accuracy and lawfulness of all content, claims, certifications and business information you provide or ask us to publish, and for keeping your own backups of the Existing Website.

8.3 Where you delay, do not provide what is reasonably required, or make or direct changes that affect the Services, we are not liable for the resulting impact, related timeframes are extended accordingly, and the Fees remain payable in full.

9.1 The Services rely on third party platforms and tools (including search engines, AI platforms, analytics, hosting, directories and diagnostic tools). We do not control these and are not responsible for their availability, accuracy, pricing, policies, outages or changes, or for any decision they make about you or the Existing Website.

9.2 You are responsible for any third party fees, subscriptions or account costs required to deliver or maintain the Services, unless expressly included in the Fees.

10.1 Certain rights and guarantees under the ACL (including a guarantee that services are rendered with due care and skill) may apply and cannot be excluded, restricted or modified. Nothing in the Agreement excludes, restricts or modifies any right, remedy, guarantee, warranty or other term that cannot lawfully be excluded, restricted or modified (a Non excludable Right).

10.2 Clauses 6, 7 and 11 apply subject to any Non excludable Right. Where those clauses would otherwise exclude or limit a Non excludable Right, they do not apply to that right.

11.1 Subject to clause 10, and to the maximum extent permitted by law, our total aggregate liability arising out of or in connection with the Agreement and the Services, whether in contract, tort (including negligence), under statute or otherwise, is limited to the total Fees paid by you to us under the Agreement in the twelve (12) months before the relevant liability arose.

11.2 To the maximum extent permitted by law, and subject to clause 10, we exclude all liability for any indirect, special or consequential loss, and for any loss of profit, revenue, business, goodwill, anticipated savings, data or business opportunity, however arising.

11.3 Subject to clause 10, where the Services are not of a kind ordinarily acquired for personal, domestic or household use or consumption, our liability for failure to comply with a consumer guarantee under the ACL (other than a guarantee under sections 51 to 53 of the ACL) is limited, at our option, to supplying the Services again or paying the cost of having them supplied again.

11.4 We are not liable to the extent any loss is caused or contributed to by you, by a third party, by the Existing Website, or by any matter described in clauses 6, 7 or 9.

12.1 You indemnify us against any claim, loss, liability or cost (including reasonable legal costs) arising from your breach of the Agreement, your content or instructions, your infringement of a third party's rights, or your use of any deliverable in a manner not contemplated by the Agreement.

13.1 Each party retains the intellectual property it owned before the Agreement. We retain ownership of our methods, know how, templates, tools and processes.

13.2 On full payment of all Fees due, we assign to you the intellectual property rights in the specific written content and code changes we create for you and incorporate into the Existing Website. Until full payment, those deliverables remain our property and you have no licence to use them.

13.3 We may retain and use general skills, knowledge and experience gained, and anonymised, non identifying performance data, for our own business purposes.

14.1 Each party must keep the other's Confidential Information confidential and use it only for the purposes of the Agreement, except where disclosure is required by law or made to a party's professional advisers on a confidential basis. This obligation survives for two (2) years after the Term ends.

14.2 We may name you and describe the nature of the work as a client reference and in our portfolio and marketing, unless you notify us in writing that you do not consent.

15.1 If you fail to pay any amount when due, or fail to provide access or information we reasonably require, we may suspend the Services on notice until the failure is remedied. Suspension does not reduce the Fees and does not extend the Term.

16.1 A party may terminate the Agreement by written notice if the other commits a material breach and fails to remedy it within fourteen (14) days of written notice requiring it to do so, or if the other becomes insolvent or subject to an insolvency event.

16.2 If we terminate under clause 16.1, or you terminate other than for our unremedied material breach, clause 5.3 applies and the full balance of the Fees for the Term becomes immediately due and payable.

16.3 Termination does not affect accrued rights or obligations. Clauses 4, 5, 6, 7, 11, 12, 13, 14 and 18 survive termination or expiry.

17.1 Neither party is liable for a failure or delay in performing its obligations (other than an obligation to pay money) to the extent caused by an event beyond its reasonable control. The affected party must notify the other and use reasonable efforts to mitigate.

18.1 Before starting court proceedings (other than for urgent interlocutory relief or to recover a debt), a party must give written notice of the dispute, and the parties must meet in good faith within ten (10) business days to try to resolve it.

18.2 The Agreement is governed by the laws of New South Wales, Australia, and the parties submit to the non exclusive jurisdiction of the courts of that State.

19.1 Notices must be in writing and sent to the email or address notified by each party. Notice by email is taken to be received when sent, unless the sender receives a delivery failure notification.

20.1 The Agreement records the entire agreement between the parties and supersedes all prior discussions. It may only be varied in writing signed by both parties; a change order confirmed in writing by both parties is a valid variation.

20.2 You may not assign the Agreement without our written consent. We may assign or novate to a related entity on notice. If any provision is unenforceable, it is severed and the rest continues. A failure to enforce a right is not a waiver of it. The Agreement may be signed in counterparts, including electronically.