BIZDIFY SERVICES AGREEMENT

This Agreement is made between Bizdify Pty Ltd (ABN 52 645 072 297) of 46 Cavill Ave, Surfers Paradise, Queensland, 4217 (“Bizdify”) and the customer identified in the applicable Order or Specification (“Customer”).

All services supplied by Bizdify are provided subject to the terms of this Agreement, unless varied in writing and signed by both parties.

This Agreement commences on the date the Customer confirms in writing its engagement of Bizdify to provide the Services (the “Commencement Date”). Unless terminated earlier in accordance with this Agreement, it will continue until the Services are completed or until terminated by either party under the Termination provisions.

RECITALS

1.   Definitions and Interpretation

1.1.   Definitions

In this Agreement unless the context indicates otherwise, the following words will have the following meanings:

Background IP means the Intellectual Property of a Party which was in existence prior to the commencement of this agreement, or which is subsequently developed by that Party independently of and for purposes unconnected with this agreement.

Claims means all demands, claims, proceedings, penalties, fines and liability (whether criminal or civil, in contract, tort or otherwise).

Confidential Information includes any information marked as confidential and any information received or developed by Bizdify during the term of this Agreement, which is not publicly available and relates to processes, equipment and techniques used by Customer in the course of the Customer’s business. This includes all information, data, drawings, specifications, documentation, source or object code, designs, construction, workings, functions, features and performance notes, techniques, concepts not reduced to material form, agreements with third parties,schematics and proposals and intentions, technical data and marketing information such as customer lists, financial information and business plans.

Consumer Guarantee means a guarantee applicable to the supply of goods or services which is incorporated into this agreement pursuant to division 1 part 3-2 of the Australian Consumer Law.

Contract IP means Intellectual Property created by the Supplier in the course of performing its obligations under this agreement.

Deliverable means the goods or services to be supplied by the Supplier pursuant to this agreement.

Facilities means working space, computer equipment, access to the internet and Customer’s computer network, telecommunications system etc. It includes access to such resources but also use of them to the extent required by the Supplier in order to perform the Services.

Fee(s) means the fees set out in the Specification.

Force Majeure Event means any occurrence or omission as a direct or indirect result of which the Party relying on it is prevented from or delayed in performing any of its obligations under this agreement and which is beyond the reasonable control of that Party and could not have been prevented or mitigated by reasonable diligence or precautionary measures, including forces of nature, natural disasters, acts of terrorism, riots, revolution, civil commotion, epidemic, industrial action and action or inaction by a government agency but does not include any act or omission of a subcontractor.

GST Law means the same as in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Intellectual Property means all present and future rights conferred by statute, common law or equity in or in relation to any copyright, trademarks, service marks, designs, patents, circuit layouts, plant varieties, business and domain names, database rights, confidential information, know how, inventions and other results of intellectual activity in the industrial, commercial, scientific, literary or artistic fields existing anywhere in the world, whether or not registered or capable of registration, and any goodwill associated with such activity and any applications, renewals and extensions of such rights.

Losses means all losses including financial losses, damages, legal costs and other expenses of any nature whatsoever.

Parties means Bizdify and Customer, and Party means either one of them.

Personal Information has the meaning as defined in any applicable Privacy Law.

Privacy Law means any legislation or administrative requirement (as amended from time to time) imposing an obligation in relation to the collection, use, disclosure, storage and transmission of Personal Information which is applicable to a party in the performance of its obligations under this agreement, including without limitation any codes, principles or guidelines contained in or arising out of such legislation.

Services means the services to be provided by the Supplier under this agreement.

Supplier’s Personnel means any person or persons that the Supplier designates to perform the Services on the Supplier’s behalf.

1.2.   Interpretation

In this Agreement unless the context otherwise requires:

• – words importing any gender include every gender;
  words importing the singular number include the plural number and vice versa;
  – words importing persons include firms, companies and corporations and vice versa;
  – references to numbered clauses, paragraphs and schedules are references to the relevant clause or paragraph in or schedule to this Agreement;
  reference in any schedule to this Agreement to numbered paragraphs relate to the numbered paragraphs of that schedule;
  – any obligation on any Party not to do or omit to do anything is to include an obligation not to allow that thing to be done or omitted to be done;
  – the headings to the clauses and schedules of this Agreement are not to affect the interpretation;
  – any reference to an enactment includes reference to that enactment as amended or replaced from time to time and to any subordinate legislation or by-law made under that enactment; and
  – the word “including” (and related forms including “includes”) means “including without limitation”.

2.   Services

• – Bizdify will provide the Services to Customer in consideration for Customer paying the Fee to Bizdify, subject to the provisions of this Reference Appendix A for the list of services and service-specific terms and conditions.
• – Bizdify and Customer will agree on the time and place for the performance of the
• – Bizdify will use reasonable endeavours to complete the Services including the provision of data, materials or reports by the dates specified in the Specification or any other dates agreed by the
• – The Services will be performed by the employees or agents that Bizdify may choose as most appropriate to carry out the Services as agreed, from time to time by the
• – The Services to be performed as agreed by the Parties, the time estimates for the provision of the particular Services, and the Fee(s) will be set out in the Specification.

3.   Location

Bizdify will provide the Services in places and locations as Bizdify considers appropriate to the type and nature of the requirements of Customer.

4.   Fee(s)

4.1.   Payment of Fees

In consideration for the Services provided under this Agreement, the Customer must pay Bizdify the applicable fees as agreed between the parties. Where Bizdify’s charges are calculated on an hourly basis, any time spent of less than one (1) hour will be charged on a pro-rated basis. All fees are quoted exclusive of Goods and Services Tax (GST). Bizdify reserves the right to add GST at the prevailing rate, and the Customer agrees to pay such GST in addition to the fees.

Unless expressly agreed otherwise in writing, Bizdify will attempt to process payment from the Customer’s nominated card immediately upon successful removal of reviews. All other invoices must be paid within seven (7) days of issue. 

4.2. Invoicing

Bizdify will issue the Customer a valid tax invoice in accordance with the GST Law for all fees payable under this Agreement. When making payment, the Customer must reference the relevant invoice number and any other details reasonably requested by Bizdify. Each invoice will include the invoice date, a description of the Services provided, and Bizdify’s Australian Business Number (ABN).

4.3. Variation of Fees

Bizdify may vary its rates during the term of this Agreement by providing the Customer with at least seven (7) days’ written notice prior to the change taking effect.

4.4. Late Payment and Failure to Pay

If an invoice is not paid by the due date, Bizdify may impose any of the following:

• – charge interest on the overdue balance at a rate of 18% per annum, calculated daily, until payment is received in full;

• • – charge a fee of 2.5% of the outstanding balance or $15 per month, whichever is greater, until payment is received in full;

• – charge a $50 administration fee per overdue invoice;

• – pass on to the Customer any costs incurred in using debt collectors or legal representatives to recover payment;

• – require the Customer to pay in advance for any Services not yet performed; and/or

• – suspend or cease providing further Services until all outstanding amounts (including interest, fees, and costs) are settled.

4.5. Disputed Invoices

If the Customer disputes any portion of an invoice, the Customer must pay the undisputed portion in accordance with this Agreement and notify Bizdify in writing within seven (7) days of receipt of the invoice, providing reasons for disputing the remainder. The parties will work together in good faith to resolve any disputed amounts promptly.

•  

• 5.   Customer’s Obligations

During the preparation of the Specification and performance of the Services Customer will:

• – cooperate with Bizdify as Bizdify reasonably requires;
• – provide the information and documentation that Bizdify reasonably requires;

• – ensure that Customer’s staff and agents cooperate with and assist

6.   No partnership or employment relationship

• – Nothing in this agreement constitutes the relationship of employer and employee between Customer and Bizdify or between Customer and Bizdify’s.
• – It is the express intention of the Parties that any such relationships are denied.

7.   Use of subcontractors

• – Bizdify is permitted to use other persons to provide some or all of the Services.
• – Bizdify is responsible for the work of any of Bizdify’s subcontractors.
• – Any work undertaken by any of Bizdify’s subcontractors will be undertaken to the same standard as stated in this agreement and the
• – To the extent that the terms of any subcontract stipulate a higher standard for any of the Services than the standards set out in this agreement (including as to timing or quality), any Services provided by the relevant subcontractor will be governed by the terms and conditions of that subcontractor’s.

8.   Disclosure and ownership of intellectual property

• Unless specifically stated in this Agreement, no intellectual property rights are transferred between the parties. All intellectual property created, developed, or provided by Bizdify in connection with the Services (“Contract IP”) remains the property of Bizdify. Bizdify grants the Client a perpetual, fully paid-up, non-transferable licence to use the Contract IP solely for the purpose of receiving and benefiting from the Services. Bizdify is not responsible for any claim of infringement arising from the Client’s use of the Deliverables in combination with other products or services not approved by Bizdify, the Client’s use of the Deliverables for purposes not intended or authorised by Bizdify, any modification or alteration of the Deliverables without Bizdify’s prior written consent, or any transaction entered into by the Client relating to the Deliverables without Bizdify’s prior written consent. These obligations will continue to apply even after this Agreement ends. 

9.   Confidentiality

Each party (“Recipient”) must keep all confidential information disclosed by the other party (“Discloser”) strictly confidential and must not use, copy, or disclose it except as required to perform this Agreement or as authorised in writing by the Discloser. The Recipient must protect the Discloser’s confidential information using at least the same level of care it uses to protect its own confidential information, and in any event, no less than reasonable care.

Upon termination of this Agreement, or at the Discloser’s written request, the Recipient must promptly return or permanently delete all confidential information in its possession or control, including copies, extracts, or summaries. Confidential information does not include information that is publicly available (other than through a breach of this Agreement) or was already lawfully known to the Recipient before disclosure. The Discloser may require the Recipient’s personnel or subcontractors to sign confidentiality undertakings as a condition of access to confidential information.

The Recipient indemnifies the Discloser against any loss, cost, or expense arising from a breach of this clause and acknowledges that monetary damages may be inadequate for such a breach. The Discloser is entitled to seek injunctive or other equitable relief to prevent or remedy any actual or threatened breach. The obligations under this clause survive termination or expiry of this Agreement.

10.   Privacy

Each party must comply with all applicable privacy and data protection laws, including the Privacy Act 1988 (Cth) and the Australian Privacy Principles. The Customer is responsible for obtaining all necessary consents and providing all required notices to individuals whose personal information is shared with Bizdify, ensuring Bizdify’s handling of such information complies with applicable privacy laws.

Bizdify will collect, use, store, and disclose personal information only as reasonably necessary to provide the Services or as required by law. If either party becomes aware of any actual or suspected unauthorised access, disclosure, or loss of personal information, it must notify the other promptly and cooperate to investigate and resolve the incident, including fulfilling any mandatory data breach notification obligations.

11.   Warranties, liability, and indemnities

Bizdify warrants that it will exercise reasonable care and skill in providing the Services and, if any part of the Services is performed negligently or in material breach of this Agreement, Bizdify will, if requested by the Client within seven (7) days of completion, re-perform the relevant Services subject to the limitations set out in this Agreement. Bizdify is solely responsible for compliance with all obligations relating to its employees, contractors, and agents, including payment of entitlements required by law. Bizdify does not warrant that any particular result or objective will be achieved within a specified timeframe unless expressly stated in writing. Except in the case of death or personal injury caused by Bizdify’s negligence, Bizdify’s total liability under or in connection with this Agreement, whether arising in contract, tort, negligence, or otherwise, shall not exceed the total fees paid by the Client to Bizdify.

Neither party shall be liable for any indirect, consequential, or economic loss, including loss of profits, business, or revenue. To the extent permitted by law, Bizdify’s liability for breach of a Consumer Guarantee is limited, in the case of goods, to repair, replacement, or payment of the cost of such repair or replacement, and in the case of services, to resupply or payment of the cost of resupply. Each party acknowledges that it has not relied on any representation or warranty not expressly set out in this Agreement, and all implied conditions or warranties are excluded to the fullest extent permitted by law. The obligations under this clause survive termination or expiry of this Agreement.

12.   Termination

Either party may terminate this Agreement by written notice if the other party fails to comply with any term of this Agreement and does not remedy the breach to the satisfaction of the notifying party within thirty (30) days of receiving written notice of the breach. Either party may also terminate this Agreement immediately if the other commits a material breach that cannot be remedied, or if the Client becomes insolvent, enters into an arrangement with creditors, has an administrator, receiver, or liquidator appointed, or would be deemed insolvent under applicable law. Upon termination, the Client must pay all outstanding fees, expenses, and reimbursements incurred up to the termination date within seven (7) days.

To terminate review removal services under the X1, X2, or X3 packages, the following procedure must be adhered to:

• • Notice of Termination: Customers wishing to terminate their services must submit their intention in writing. A notice period of one month is required for the termination process.
  • Immediate Cessation of Services: Upon receipt of the termination notice, Bizdify will halt all ongoing work related to the customer’s account immediately.
  • Billing During Notice Period: During the 30-day notice period, the customer will be invoiced for any reviews that are successfully removed.
  • Sign-up Fee Policy: The initial sign-up fee will be forfeited upon termination of services. Customers who choose to re-engage with Bizdify’s services in the future will be required to pay the sign-up fee again to reactivate their account.

13.   General

APPENDIX A:

Terms and Conditions for the Standard Review Removal Packages (X0, X1, X2, and X3)

 (applies to former names: Mom & Dad, Professional, Enterprise, Bronze, Silver, and Gold)

Service Description

The Standard Review Removals Packages offered by Bizdify are designed to remove negative reviews from your online profiles. These services vary in scope and effectiveness, catering to different levels of need.

2. Payment Terms

There is a one-time sign-up fee which grants clients lifetime access to the service. After the initial sign-up, clients are billed for every successful review removal. Payment for each removal must be made via bank transfer, direct Stripe link, or credit card. All payments are secured and must comply with our stringent financial security protocols. If we have your card details on record, payment will be taken from your card immediately after the reviews are removed, unless expressly agreed otherwise

Once a client engages Bizdify to provide review removal services, the client acknowledges and agrees that any review logged with Bizdify which is subsequently removed shall be deemed a successful removal and billable in full. This obligation applies regardless of the method or channel through which the removal occurs, including but not limited to Bizdify’s actions, direct flagging with the platform, or independent negotiation with the reviewer. Clients may pursue independent removal efforts; however, if the logged review is no longer publicly visible, the client shall remain liable to pay Bizdify the agreed service fee in full.

Se full payment terms on section Fees (4)  above. 

3. Order Process

To initiate the Service, the client must complete a detailed form including necessary details about the client and the specific requirements to be targeted. Confirmation of the order will be communicated via email and other requirements, complete the onboarding.

4. Service Guarantee

Bizdify endeavours to remove negative reviews as quickly as possible. However, there is no specific timeframe guaranteed for the removal of reviews, as the process may take from several weeks to several months depending on various factors. Bizdify is not liable if the reviewer decides to repost another review at any point after the removal. If the reviews return after the removal, no refunds will be processed.

5. Client Responsibilities

Clients are responsible for providing accurate and complete information in the order form. Inaccurate or incomplete information may lead to delays or inability to successfully complete the service.

6. Limitation of Liability

Bizdify is not liable for any indirect or consequential losses due to the negative reviews prior to their removal. Our responsibility is limited to the scope of removing the specified reviews as per the agreement.

7. Amendments

These Terms and Conditions may be amended by Bizdify at any time. All clients will be notified of any changes, which will only apply to orders placed after the amendment date.

8. Contact Information. For any inquiries or issues related to the Service, clients may contact our support team via the contact information provided on our website.
9.  

APPENDIX B:

Terms and Conditions for the X5 Removal Service 

1. Service Description

The X5 Removal Service offered by Bizdify is designed to remove negative reviews from your Google profile within a 42-day period. This service is not publicly listed and maintains confidentiality for our clients.

(Note: X5 is a distinct service and should not be confused with X5N or X5i.)

2. Payment Terms

Payment for the Service must be made in advance in full via bank transfer, direct Stripe link, or credit card. All payments are secured and must comply with our stringent financial security protocols.

Once a client engages Bizdify to provide review removal services, the client acknowledges and agrees that any review logged with Bizdify which is subsequently removed shall be deemed a successful removal and billable in full. This obligation applies regardless of the method or channel through which the removal occurs, including but not limited to Bizdify’s actions, direct flagging with the platform, or independent negotiation with the reviewer. Clients may pursue independent removal efforts; however, if the logged review is no longer publicly visible, the client shall remain liable to pay Bizdify the agreed service fee in full.

Se full payment terms on section Fees (4)  above. 

Order Process

To initiate the Service, the client must complete a detailed form including necessary details about the client and the specific reviews to be targeted. Confirmation of the order will be communicated via email, which will outline the next steps and the review removal timeline.

4. Service Guarantee

Bizdify guarantees the removal of negative reviews within the stated 42-day period. We advise clients to target reviews older than 3 weeks for the X5 removal to optimize the success of the service. If we fail to remove the reviews within this timeframe, clients are entitled to a full refund, as per our money-back guarantee policy. Guarantees only apply if customer has paid the full retail price for each removal. Bizdify is not liable if the reviewer decides to repost another review at any point after the removal. If the reviews return after the removal, no refunds will be processed.

During any period in which Google is experiencing a major technical glitch or undergoing a significant update that materially impacts our ability to execute the X5 Guaranteed Review Removals, the 42-day guarantee shall be deemed null and void. Any time affected by such disruptions shall not be included in the guarantee period, and no claims shall be accepted or enforced during these intervals.

5. Client Responsibilities

Clients are responsible for providing accurate and complete information in the order form. Inaccurate or incomplete information may lead to delays or inability to successfully complete the service.

6. Limitation of Liability

Bizdify is not liable for any indirect or consequential losses due to the negative reviews prior to their removal. Our responsibility is limited to the scope of removing the specified reviews as per the agreement.

7. Amendments

These Terms and Conditions may be amended by Bizdify at any time. All clients will be notified of any changes, which will only apply to orders placed after the amendment date.

8. Contact Information

For any inquiries or issues related to the Service, clients may contact our support team via the contact information provided on our website.