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Keejen (us, we) is a consulting firm and agrees to provide the Services requested by the Client on the terms and conditions set out below. Words in ITALICS are defined at clause 25 below.

Acceptance 1.1 The Client shall be deemed to have accepted these terms and conditions and the Proposal if the Client:(a) selects the “I Agree” condition (or the like) on Keejen's website, or any other website the purpose of which is to make contracts, when completing the online Order and submits the online Order;

(b) executes the Proposal, physically or electronically, and returns the Proposal to Keejen; and/or

(c) gives or continues to give Keejen instructions in relation to the Services after receiving the Proposal.

1.2 Notwithstanding clause 1.1, Keejen may insist on the Client accepting the Proposal and these terms and conditions in writing by signing the Acceptance or another form of written acceptance.

1.3 Keejen will not commence the Services until the Client has accepted these terms and conditions in accordance with clause 1.1.

Services 2.1 Keejen shall provide the Services in accordance with the Agreement and the Scope as agreed in the Proposal.2.2 The Client and Keejen agree that the items referred to as Exclusions in the Proposal, if any, are excluded from the Agreement.

2.3 Keejen warrants that the Services will be provided with due care and skill, and in a timely manner and in accordance with any timeframes agreed by the parties.

2.4 Keejen is entitled to pause the Services at any time for operational and management reasons by written notice to the Client.

Term 3.1 Subject to clauses 1.3, Keejen shall provide the Client with the Services for the Term commencing on the date the Agreement is accepted or otherwise agreed in writing between the parties.3.2 Upon the Term expiring, the parties may agree to extend the Term by mutual agreement and on such terms agreed at that time.

Client’s Responsibilities & Acknowledgments 4.1 The Client must:(a) establish and maintain clear channels of communication at all times with Keejen;

(b) comply with Keejen’s reasonable directions in a timely manner;

(c) provide Keejen access to the Client’s website(s);

(d) notify Keejen of any updates to the Client’s services, terms and conditions or any other material update that may impact Keejen or the Services, including (without limitation) changes to any laws and regulations that affect the Client’s business; and

(e) promptly provide all information requested and reasonably required by Keejen for the purpose of providing the Services including, without limitation:

i Google Analytics access;

ii Facebook access; and

iii Linkedin access.

4.2 The Client acknowledges and accepts that:

(a) the results of the Service may vary due to third party providers (such as Google and Facebook) changing its systems and algorithms which affect search rankings, advertising costs and other factors that may impact the Client;

(b) the ranking of a website on a particular search engine (such as Google) is determined by many factors outside the control of Keejen;

(c) Keejen does not guarantee or represent that the Services will result in the Client’s desired outcome;

(d) Any client case studies or results promoted by Keejen are used for example purposes only and in no way imply that similar results will be achieved by the Client;

(e) Keejen is not responsible for any independent changes made to the Client’s website(s) by the Client or other parties that detrimentally affect the ranking or results of the website(s);

(f) the Client will have a direct legal relationship with each third party service provider it engages, including those service providers engaged by Keejen on behalf of the Client as part of the Services, and the Client agrees to be bound by the terms and conditions of the third party;

(g) the Client is authorised to use any images or content provided to Keejen by the Client;

(h) Keejen is not responsible for any content published and/or distributed on behalf of the Client pursuant to the Services, in particular via the Client’s website or social media pages;

(i) the Client will indemnify Keejen for any loss or damage incurred by Keejen as a result of any authorised use of images or content on behalf of the Client pursuant to the Services. For the purposes of this clause, the Client will be deemed to have authorised content selected by Keejen if they do not request removal of the content upon inspection); and

(j) Keejen may provide incentives to third parties to introduce potential customers or clients to Keejen or to direct Keejen to potential customers or clients.

4.3 Keejen shall not be responsible for any errors brought about by the Client’s failure to provide information or documentation or failure to provide material that is later found to be material to the Client’s requirements or any statutory return.

Fees & Invoices 5.1 The Client shall pay to Keejen the Fees and other money that becomes payable under the Agreement (without any set off) in the manner and at the times stated in the Agreement and/or the Proposal.5.2 Keejen will issue an Invoice to the Client for any paid Services provided.

5.3 The Client must pay the Fees within 7 Business Days of the date an Invoice is sent to the Client, or such other period as specified in the Proposal.

5.4 Should the Client dispute any charge on an Invoice, the Client must notify Keejen of the disputed item within 5 Business Days of the date of the Invoice. The Client must pay the amount of the Invoice not in dispute within the stated timeframe. Failure by the Client to notify Keejen of a disputed Invoice within 5 Business Days shall be deemed acceptance by the Client of the entire Invoice.

5.5 Unless specified otherwise, the Services will be capped to such number of hours that is equivalent to the Fees as based on the Default Rate (for example, a Fixed Fee of $1,500 is equivalent to 10 hours of work). Where Keejen has performed the value of the Fees from performance of an equivalent number of hours providing the Services, the Client agrees that any additional work will be outside of the Scope and subject to additional charge. Where the Client does not accept the additional charge upon being notified by Keejen, then Keejen may cease all Services immediately without any further liability to the Client.

5.6 Keejen will provide an itemised account of fees and charges upon the Client’s written request.

5.7 If Keejen engages a third party service provider in connection with the Services with the Client’s prior consent, the Client shall indemnify Keejen against all fees and disbursements charged by that third party to Keejen. The Client acknowledges that Keejen may require that the Client enter into a service agreement with the third party directly.

5.8 Unless agreed otherwise, the Default Rate for the Services shall increase on each anniversary of 1 July by 5% or such other amount by written notice to the Client or at such other times by 30 days prior written notice to the Client. For the avoidance of doubt, any change to the Default Rate will impact the number of included hours of Services in accordance with the capped pricing model under clause 5.5.

5.9 The Client is not entitled to receive the benefit of any discount or other concession that may be offered by Keejen from time to time unless otherwise agreed in writing by Keejen.

5.10 Time for payment of the Fees is of the essence.

5.11 Interest on any overdue amount shall be payable by the Client to Keejen at the rate of 10% per annum calculated daily and compounded monthly on any overdue amount until the date of payment.

Intellectual Property 6.1 The Client warrants that any material provided to Keejen by the Client does not infringe the Intellectual Property Rights of any third party, and the Client indemnifies Keejen against any loss, liability, costs or expense that Keejen may suffer or incur as a result of any breach of this warranty.

6.2 The Client acknowledges and agrees that all Intellectual Property Rights in any deliverables or output of the Services remain the property of Keejen, unless otherwise agreed in writing between the parties. To the extent that Keejen does not own the Intellectual Property Rights in any deliverables or output of the Services, Keejen hereby assigns to the Client all Intellectual Property Rights in those deliverables or output of the Services upon payment by the Client of all Fees and other amounts payable under the Agreement.

6.3 Keejen grants the Client a non-exclusive, royalty-free, perpetual, irrevocable licence to use the Intellectual Property Rights owned by Keejen in the deliverables or output of the Services, solely for the Client’s internal business purposes.

6.4 The Client grants Keejen a non-exclusive, royalty-free, perpetual, irrevocable licence to use, reproduce, modify, adapt, publish, translate and distribute any material provided by the Client to Keejen for the purpose of providing the Services, including any Intellectual Property Rights in that material.

Confidentiality 7.1 Each party must keep the Confidential Information of the other party confidential and must not use or disclose that Confidential Information except:

(a) to the extent necessary for the purpose of exercising its rights or performing its obligations under the Agreement;

(b) with the prior written consent of the other party; or

(c) to the extent required by law or the rules of any stock exchange.

7.2 Each party must take reasonable steps to ensure that its employees, officers, contractors and agents, and any other persons to whom it discloses the other party’s Confidential Information, do not make public or disclose the other party’s Confidential Information.

7.3 Each party must immediately notify the other party of any unauthorised disclosure, loss or use of the other party’s Confidential Information.

Limitation of Liability 8.1 Keejen’s liability for any claim, loss or damage arising in connection with the Agreement, the Services, or their use, will be limited to the Fees paid by the Client to Keejen under the Agreement in the 12 months immediately preceding the event giving rise to the liability.

8.2 In no event will Keejen be liable to the Client or any third party for any indirect, consequential, exemplary, incidental, special or punitive damages, including lost profit damages arising from or in connection with the Agreement, the Services, or their use, even if Keejen has been advised of the possibility of such damages.

8.3 The Client acknowledges and agrees that the limitations and exclusions of liability contained in this Agreement are reasonable having regard to the circumstances of the Agreement and the nature of the Services to be provided.

General Provisions 9.1 The Agreement will be governed by the laws of the state or territory of Australia specified in the Proposal.

9.2 Each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of the state or territory of Australia specified in the Proposal and any courts which may hear appeals from those courts in respect of any proceedings in connection with this Agreement.

9.3 Each party agrees not to object to the exercise of jurisdiction by those courts on any basis, including without limitation on the basis of an inconvenient forum or that those courts are an inappropriate forum.

9.4 The failure of either party to enforce any provision of this Agreement will not be construed as a waiver or limitation of that party’s right to subsequently enforce and compel strict compliance with every provision of this Agreement.

9.5 Keejen may list the Client on its website, promotional materials or other marketing collateral as a client of Keejen, unless otherwise agreed in writing between the parties.

9.6 The Agreement constitutes the entire understanding and agreement between the parties with respect to its subject matter and supersedes all prior agreements, understandings or arrangements (whether oral or written) in relation to that subject matter.

9.7 Keejen may amend these terms and conditions at any time and any such amendment will take effect from the date on which Keejen notifies the Client of such amendment.

9.8 If any provision of this Agreement is held to be invalid, illegal or unenforceable for any reason, it will be severed from this Agreement and the remaining provisions will continue in full force and effect.

9.9 Neither party may assign, transfer or delegate any of its rights or obligations under this Agreement without the prior written consent of the other party. Any purported assignment, transfer or delegation in violation of this clause will be null and void.

9.10 This Agreement may be executed in any number of counterparts, each of which when executed and delivered will be an original, but all the counterparts together constitute the same document.

Defined Terms 10.1 In this Agreement, unless the context otherwise requires:(a) Agreement means the agreement between Keejen and the Client for the provision of the Services, comprising the Proposal and these terms and conditions, as amended from time to time;

(b) Proposal means the proposal document provided by Keejen to the Client setting out the Services to be provided by Keejen and the terms on which they will be provided;

(c) Business Day means a day other than a Saturday, Sunday or public holiday in the state or territory of Australia specified in the Proposal;

(d) Client means the party named as the client in the Proposal and includes the Client’s officers, employees, contractors, agents and related bodies corporate;

(e) Confidential Information means all information of a confidential nature disclosed by a party (Discloser) to the other party (Recipient) whether before or after the date of this Agreement, including, but not limited to, the terms of this Agreement, the Proposal, information relating to the Discloser’s business operations, customers, products, services, intellectual property, employees, contractors and any other information of a confidential nature, but excluding information which:

i. is or becomes public knowledge other than by a breach of this Agreement;

ii. is or becomes known to the Recipient from a source other than the Discloser, without breach of any obligation of confidentiality; or

iii. is independently developed by the Recipient;

(f) Fees means the fees payable by the Client to Keejen for the Services as specified in the Proposal or as otherwise agreed in writing between the parties;

(g) Services means the services to be provided by Keejen to the Client as specified in the Proposal or as otherwise agreed in writing between the parties;

(h) Term means the term of the Agreement as specified in the Proposal or as otherwise agreed in writing between the parties.

Please note that this document has been modified with the business name changed to Keejen, the company name changed to Keejen Pty Ltd, and the website changed to https://www.keejen.com.au/.

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