Altair SEO Marketing

This Client Service Agreement (hereinafter the “Agreement”), is entered into by and between Altair SEO Marketing LLC (“Altair” “us” “we” “our”) and the client (“you”). The parties shall be referred to individually as “Party” and collectively as the “Parties”.

Electronic Communications

Communicating with us via emails or other electronic communication medium constitutes electronic communications. You consent to receive electronic communications and you agree that all agreements, notices, disclosures and other communications that we provide to you electronically, via email and on the Site, satisfy any legal requirement that such communications be in writing.

The Parties agree that any communication that could or will affect the application of this Agreement will be issued in a written form such as emails, texts, or postal.

The Parties agree that the receipt of written notices will be deemed received by the sender in the following timeframes:

• Emails will be deemed received at the time shown in the delivery confirmation report generated by the sender’s email system.
• Text will be deemed received at the time the sender’s mobile device displays the text as being sent.
• Postal will be deemed received three (3) business days after posting unless sent via registered post, where it will be deemed received upon the registered postal delivery record.

The Parties agree that electronically transmitted information cannot be guaranteed to be secure or virus or error-free and consequently such information could be intercepted, corrupted, lost, destroyed, arrive late or incomplete or otherwise be adversely affected or unsafe to use.

Altair will not be liable to the Client in respect of any error, omission or loss of confidentiality arising from or in connection with the communication of information to the Client, whether electronic or otherwise.

Service Request and Task

All orders for Services shall be deemed to be an offer by the client to hire Altair in order to provide certain Services pursuant to the terms herein and are subject to acceptance by the Altair. Altair reserves the right to decide not to accept a task for any reason.

Client’s Obligations

To enable Altair to execute its obligations under the Agreement the Client shall:

• Comply with the Agreement agreed between the client and Altair.
• Ensure Altair is notified of the Clients correct name, postal address and any contact information such as Authorised Representatives, telephone numbers, email addresses and other information as may be requested by Altair.
• Confirm that the Authorised Representatives have obtained all authorizations from the Client to enter into and perform this Agreement.
• Cooperate with Altair in relation to executing the services herein this Agreement in a timely manner, inclusive of any decision making required.
• Provide Altair with all information reasonably required by Altair to execute the service.
• Ensure that the information and documentation supplied to Altair is true, correct and complete.
• Advise Altair as soon as you become aware of legal action commencing against you or potentially commencing against you.
• Allow Altair to publish the business relationship between the Parties via social media outlets, Altair website and any other marketing or advertising campaigns run by Altair from time to time.

Altair’s Obligations

To execute Altair’s obligations under the Agreement Altair shall:

• Agree to supply the requested Services and Products nominated in the Agreement and in accordance with the Terms and Conditions set out in the Agreement.
• Cooperate with the Client in relation to executing the service.
• Perform the Services set out in the Agreement in an efficient and timely manner, using reasonable skill, expertise and care to an appropriate professional standard.
• Protect all confidential information provided by the Client in accordance with the Confidentiality clause within the Terms and Conditions.
• Ensure that Altair employees and contractors are suitably qualified for the works they undertake to execute the Agreement.
• Comply with the Agreement agreed between the Parties.
• Altair has a duty to act in the Client’s best interest. However, where the duty to act in the Client’s best interest is in conflict with an overriding law, Altair will comply with the law even if that may require Altair to act in a manner contrary to the Clients interest.

Execution of Services by Altair

The Scope of Service is limited to the Services and/or Products specified in the Scope of Service. Either Party may request a variation to the Services by providing the request in writing to the other Party.

The Agreement will be executed based on the information provided to, or obtained by Altair. Altair relies on the Client advising Altair if there are any changes to the provided or obtained information. The Client must ensure that information supplied to Altair is not false or misleading and does not omit essential particulars. Altair will not verify the accuracy and completeness of such documentation or information.

The Client indemnifies Altair against any litigation as a result of Altair executing the Scope of Service on the Clients behalf. This indemnity extends to the supply of information from Altair directly to Third Parties.

Altair accepts no liability or responsibility to any Third Party in respect of the Agreement with the Client.

Altair may from time to time have to rely on external information or public records to carry out the Scope of Service. Altair does not accept responsibility and will not be liable for any direct or indirect damage or loss caused by errors or omissions in external information.

In the course of executing the Scope of Service, Altair may provide verbal comments, draft reports, presentations, letters, schedules and other documents. No reliance shall be placed on such verbal comments, draft documents, conclusions or advice as they may be subject to further work, revision and other factors.

Where Altair supplies the Client with the completed Service as outlined within the Agreement, the completed Service will be deemed accepted by the Client in its entirety as soon as one of the following occurs.

• The Client accepts the Service in writing; or,
• 3 days have passed following Altair physically or electronically delivering the completed Service to the Client; or,
• 3 days have passed following Altair physically or electronically delivering or issuing access to the completed Service to the Client.

The above outcomes will not be applicable where the Client notifies Altair of otherwise in writing within the 3 days acceptance period.

Payment and Pricing Terms

The Service Agreement will outline the price of the Scope of Service as well as the term that this price will be valid for based on the price package selected by the client.

The Client agrees to pay the price outlined in the price package by physically or electronically signing and returning the Service Agreement to Altair.

Where Altair agrees that a Client must pay for the Service prior to the commencement of the Service, Altair will not commence the service until payment is received into Altair’s nominated bank account.

Where Altair agrees that a Client must pay for the services progressively throughout the delivery of the Service, Altair will outline the progress payment points and / or dates in the Service Agreement. Altair will not progress past a milestone payment point and / or date until the payment for the prior milestone payment point and / or date is received into Altair’s nominated bank account.

Where Altair agrees that a Client may pay for the Service following the delivery of the Service, the payment terms are strictly five (5) days from the date of such Invoice.

The Client may pay for the selected Service package via direct deposit to Altair’s nominated bank account, cash, money orders, by credit or debit card or through other payment options as may be made available by Altair.

Altair reserves the right to make changes to the package scope and package prices at any time without prior notification to the client. Changes in prices and scope of service will not be applicable to current contracts between the client and Altair. Clients with a current contract with Altair will be notified of such changes with a written notice of such increase in writing before the effective date of such increase.

Altair reserves the right to modify, update and/or run promotions on any of the Services offered by Altair and Altair is not obliged to pass these offers on to Clients who are bound by a current Agreement.

In the event that a Client does not pay their account and the account is in arrears, Altair will suspend the provision of the Services until such time as the fees are paid. Suspension of Services will not affect the Client’s obligation to pay for the Services rendered to the date of Suspension. Following the Suspension of Services and subsequent payment of an account that was in arrears, Altair may refuse to render further Services to the Client.

Confidentiality

For the purpose of the Agreement, “Confidential Information” means all non-public information or documents which either party receives or produces in connection with the Scope of Service. Confidential information includes both Altair’s and the Client’s non-public information including computer programs; concepts; data; discoveries; documents; drawings; facts; intellectual property; inventions; know-how; manner, method or principle of construction; method or process of manufacture; processes; products; prototypes; routines; specifications; techniques; technology methods; trade secrets; works in respect to which copyright subsists; and other knowledge.

Confidential information does not include:

• Any information which is, or becomes, generally available to the public other than as a result of a breach of this clause.
• Information that was known to either party prior to Altair commencing the Service for the client.
• Information that is received from a third party who owes no obligation of confidence in respect of the supplied information.

Neither Party may disclose Confidential Information about, or belonging to the other Party without the other Party’s expressed written consent.

All Parties must use Confidential Information only for the purpose of executing the Agreement and must not use the Confidential Information for any other purpose.

The Confidential Information may only be disclosed to the Authorised Representatives nominated in the Agreement as well as relevant employees where the Authorised Representatives and relevant employees are bound by an obligation of confidentiality to at least the extent imposed upon by these Terms and Conditions.

The recipient of the Confidential Information must keep the Confidential Information in a secure place so as to ensure that unauthorised persons do not have access to the Confidential Information.

At any time, either Party may request the return of their Confidential Information by providing the other Party with written notice of such request. Within seven (7) days of the receipt of such a notice, the recipient must return the Confidential Information to the requesting Party. Any part of the Confidential Information that cannot be physically returned shall be destroyed in such manner and at such time directed by the requesting Party, including by deletion from all computer and electronic records or storage devices.

Employees, Contractors and Third Parties

Altair reserves the right to engage employees, contractors and Third Parties. Any references to staff includes Contractors and Third Parties.

Altair and Client’s Relationship

Altair provides Services to other Clients, some of whom may be in competition with other Clients or have interests which conflict with other Clients. Altair will not be prevented or restricted by virtue of the relationship with a Client under this Agreement from providing Services to other Clients.

Altair’s relationship with a Client is purely that of an independent contractor. All Parties agree that there is no relationship consistent with an employee, agent, or partnership with the other party. Each Party acknowledges that it has no power or authority to bind the other Party in respect of any matter whatsoever and it will not represent to any person that it has such power or authority.

Cancellations and Terminations

If a Client wishes to cancel or terminate their Agreement and / or Service, the Client may do so by providing at least 15 days written Termination Notice to Altair and the following will apply:

• The 15-day written notice will be known as the “Termination Notice”. The ‘Notice Start Date’ will be the date that the notice is received, or proven received, by Altair. The final date of notice will be known as the “Termination Date” and is determined inclusive of the Notice Start Date. The days between the Notice Start Date and the Termination Date will be known as the “Notice Period”.
• Altair will confirm the receipt of the Termination Notice in writing within 3 days of receipt and this will affect the Notice Start Date.
• Where Altair does not confirm the receipt of the Termination Notice within 3 days, and the Client can undeniably prove receipt of the Termination Notice by Altair, then the Termination Notice will be deemed received by Altair on the date of proven receipt. This event will not affect the requirements of a 15-day written Notice Period.
• The Client will be liable for the work completed up to and including the Notice Start Date as well as any work that are in progress by either Altair, a Third Party or a Contractor to Altair that cannot be reasonably cancelled by Altair during the Notice Period, up to and inclusive of the Termination Date.
• Where a Client does not pay all amounts outstanding to Altair on termination or completion of the Agreement, Altair may retain all intellectual property rights that supplied or to be supplied under the Agreement including any computer programs; concepts; data; discoveries; documents; drawings; facts; ideas; intellectual property; inventions; know-how; manner, method or principle of construction; method or process of manufacture; processes; products; prototypes; routines; specifications; techniques; technology methods; trade secrets; works in respect to which copyright subsists; and other knowledge.

If Altair wishes to cancel or terminate an Agreement and/or Service with a Client, Altair may do so by providing at least 15 days written Termination Notice to the Client and the following will apply:

• The 15 days written notice will be known as the “Termination Notice”. The ‘Notice Start Date’ will be the date that the notice is proven to be delivered by Altair. The final date of notice will be known as the “Termination Date” and is determined inclusive of the Notice Start Date. The days between the Notice Start Date and the Termination Date will be known as the “Notice Period”.
• Altair will make certain that an electronic, or otherwise, a delivery receipt is obtained upon sending the Termination Notice to the Client.
• Altair will issue the Client with an electronic, or otherwise, copy of the delivery receipt. The date stated on the delivery receipt will represent the Notice Start Date given by Altair and will be deemed to have affected the 15 days’ Notice Period.
• The Termination Date will take effect 24 hours following the Altair Notice Start Date.
• The Client will be liable for the work completed up to and including the Notice Start Date.

Altair may terminate the Agreement with at any time without notice if any of the following apply:

• The Client does not pay all of the fees due in respect of the Service by the due date, or upon reasonable request. This includes where a Client commits of an Act of Bankruptcy, enter into liquidation, provisional liquidation (whether compulsory, voluntary or compounded by its creditors generally).
• Altair considers that a request by a Client is inappropriate, immoral or unlawful.
• The Client fails to provide Altair with clear and timely instructions consistent with executing the Service.
• Altair believes that the business relationship with the Client has broken down including a loss of confidence and trust.
• For any other reason outside Altair’s control which has the effect of compromising our ability to perform the Service required within the required timeframes.

Irrespective of the Party that cancels or terminates an Agreement and/or Service, both parties will continue to be bound by the terms of the Agreement that are expressly or implicitly intended to survive the cancellation or termination of the Agreement.

Governing Law and Dispute Resolution

These terms and conditions shall be governed by, and construed in accordance with the laws of the United States of America Any dispute arising out of or in connection with these terms and conditions shall first be attempted to be resolved by mutual discussions and negotiations between the client and Altair.

Force Majeure

Neither Party shall be liable for any delay or failure to perform any of its obligations, excluding payment obligations, under the Agreement if the delay or failure results from events or circumstances beyond their reasonable control.

Events beyond reasonable control include, however, are not limited to accidents, acts of God, breakdown of plant or machinery, computer equipment failures or other equipment failures, cyclones, fire, floods, internet failures, government-enforced lockdowns, non-performance of Third Parties, shortage or unavailability of raw materials from a natural source of supply, strikes, terrorist acts or war.

No Waiver

Altair’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly Authorised representative of Altair. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.

Severability

If any provision of the Terms is found to be unlawful, void, or for any reason is unenforceable, then that provision shall be deemed to be severed from the rest of these Site Terms and shall not affect the validity and enforceability of any remaining provisions.

Assignment

This Agreement may not be assigned by Client without the prior written consent of Altair but may be assigned by Altair (i) pursuant to a merger or change of control or (ii) to an assignee of all or substantially all of Altair’s assets. Any purported assignment in violation of this section shall be void.