Terms and Conditions

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

A. The Customer wishes to receive certain online reputation management and related services (“Services”) from Bizdify.

B. Bizdify agrees to provide the Services to the Customer as an independent contractor.

C. The parties agree to be bound by the terms of this Agreement and any schedules or appendices referenced in it.

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 Bizdify in the course of performing its obligations under this agreement.

Deliverable means the goods or services to be supplied by Bizdify 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 Bizdify 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 Bizdify under this agreement.

Bizdify’s Personnel means any person or persons that Bizdify designates to perform the Services on Bizdify’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 the Customer in consideration for the Customer paying the Fee to Bizdify, subject to the provisions of this Agreement. Refer to Appendix A for the list of services and service-specific terms and conditions.
  • Bizdify and the Customer will agree on the time and place for the performance of the Services.
  • 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 Parties.
  • 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 Parties.
  • 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 the 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;
  • 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 the Customer will:

  • cooperate with Bizdify as Bizdify reasonably requires;
  • provide the information and documentation that Bizdify reasonably requires; and
  • ensure that the Customer’s staff and agents cooperate with and assist Bizdify.

6. No Partnership or Employment Relationship

  • Nothing in this agreement constitutes the relationship of employer and employee between the Customer and Bizdify or between the Customer and Bizdify’s Personnel.
  • 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 Specification.
  • 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 subcontract.

8. Disclosure and Ownership of Intellectual Property

Unless specifically stated in this Agreement, no intellectual property rights are transferred between the parties. All Contract IP remains the property of Bizdify. Bizdify grants the Customer 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 Customer’s use of the Deliverables in combination with other products or services not approved by Bizdify, the Customer’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 Customer 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 Customer 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 Customer 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 Customer 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 Customer 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 thirty (30) days 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

Neither party will be liable for delays or failures in performance caused by events beyond their reasonable control, provided the affected party promptly notifies the other and resumes performance once the circumstances cease; if such events continue for more than six months, either party may terminate this Agreement by written notice. This Agreement may only be amended in writing signed by authorised representatives of both parties. Neither party may assign or transfer its rights or obligations without the other’s prior written consent, except where a party transfers its entire business and the assignee agrees in writing to be bound by this Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior representations not expressly included herein. No failure or delay in exercising rights will operate as a waiver, and rights and remedies under this Agreement are cumulative. Nothing in this Agreement creates a partnership, joint venture, agency, or fiduciary relationship, and neither party may make commitments on behalf of the other. Each party will, at the request and expense of the other, do all things reasonably necessary to give effect to this Agreement. If any provision is found to be unlawful or unenforceable, it will be severed without affecting the remainder of the Agreement. No party may make public announcements or disclosures regarding this Agreement without prior approval from the other, except where required by law or stock exchange regulations. Notices must be in writing and may be delivered by pre-paid post to the recipient’s address set out in this Agreement or sent by facsimile. This Agreement is governed by the laws of Queensland, Australia, and the parties submit to the non-exclusive jurisdiction of its courts.


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 review profiles. These services vary in scope and effectiveness, catering to different levels of need.

Payment Terms

There is a one-time sign-up fee which grants customers lifetime access to the service. After the initial sign-up, customers 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 customer engages Bizdify to provide review removal services, the customer 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. Customers may pursue independent removal efforts; however, if the logged review is no longer publicly visible, the customer shall remain liable to pay Bizdify the agreed service fee in full.

See the full payment terms in Section 4 (Fees) above.

Order Process

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

Service Guarantee

The general Service Guarantee set out in Appendix C forms part of this Appendix A and applies to all eligible reviews accepted by Bizdify under the Standard Review Removal Services.

Bizdify endeavours to remove eligible negative reviews as quickly as reasonably possible. Unless Bizdify expressly agrees otherwise in writing, Bizdify does not guarantee that Initial Removal will occur within a specific timeframe. The review-removal process may take several weeks or several months, depending on the nature, age and circumstances of the review, the relevant online review profile, the reviewer’s conduct, the relevant platform’s systems, policies and moderation processes, and other circumstances outside Bizdify’s reasonable control.

Bizdify is not liable if the reviewer posts a new, replacement, reposted or materially revised review at any time after Initial Removal. A new, replacement, reposted or materially revised review will not be treated as the return or reinstatement of the review originally removed.

Where the same review is restored, reinstated or republished by the relevant review platform following Initial Removal, the remedies and limitations set out in Appendix C will apply. Except for a remedy expressly available under Appendix C, no refund, repeat removal service or service credit will be provided merely because a review returns after Initial Removal.

Customer Responsibilities

Customers 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.

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.

Amendments

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

Contact Information

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


Appendix B — Terms and Conditions for the X5 Removal Service

Service Description

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

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

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 customer engages Bizdify to provide review removal services, the customer 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. Customers may pursue independent removal efforts; however, if the logged review is no longer publicly visible, the customer shall remain liable to pay Bizdify the agreed service fee in full.

See the full payment terms in Section 4 (Fees) above.

Order Process

To initiate the Service, the customer must complete a detailed form including necessary details about the customer 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.

Service Guarantee

The general Service Guarantee set out in Appendix C forms part of this Appendix B and applies to all eligible reviews accepted by Bizdify under the X5 Review Removal Service.

The X5 Service Guarantee applies only where Bizdify has accepted the relevant review as eligible for the X5 Review Removal Service, the Customer has completed all onboarding and information requirements reasonably requested by Bizdify, the Customer has paid the full retail price for the removal of the relevant review unless Bizdify expressly agrees otherwise in writing, and the Customer has complied with these Terms and has not interfered with, duplicated or prejudiced Bizdify’s review-removal process.

Subject to these conditions, Bizdify guarantees the Initial Removal of an eligible negative review within forty-two (42) days after Bizdify confirms that the Customer’s order, payment and onboarding requirements have been completed. If Bizdify does not achieve Initial Removal within that period, the Customer will be entitled to a full refund of the service fee paid for the removal of that review in accordance with Bizdify’s money-back guarantee. This 42-day guarantee applies only where the Customer has paid the full retail price for the relevant removal, unless Bizdify expressly agrees otherwise in writing.

If a relevant review platform experiences a major technical failure, service disruption or significant platform update that materially prevents Bizdify from performing the X5 Review Removal Service, the 42-day guarantee period will be suspended for the duration of the relevant disruption. Any period during which Bizdify is materially prevented from performing the Service will not be counted toward the 42-day period. The guarantee period will resume when the disruption no longer materially prevents Bizdify from performing the Service. No claim based solely on delay occurring during the suspended period may be made or enforced.

Bizdify is not liable if the reviewer posts a new, replacement, reposted or materially revised review at any time after Initial Removal. A new, replacement, reposted or materially revised review will not be treated as the return or reinstatement of the review originally removed.

Where the same review is restored, reinstated or republished by the relevant review platform following Initial Removal, the remedies and limitations set out in Appendix C will apply. Except for the 42-day Initial Removal guarantee stated in this Appendix B and a remedy expressly available under Appendix C, no refund, repeat removal service or service credit will be provided.

Customer Responsibilities

Customers 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.

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.

Amendments

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

Contact Information

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


Appendix C — Service Guarantee (Applicable to Appendix A and Appendix B)

This Appendix C forms part of Appendices A and B and applies to each eligible review accepted by Bizdify under the applicable Review Removal Service.

For the purposes of this Service Guarantee, Initial Removal occurs when the targeted review is no longer publicly visible on the relevant online review profile after Bizdify has commenced providing the applicable Review Removal Service.

Bizdify guarantees the Initial Removal of each eligible review accepted under the applicable Review Removal Service in accordance with, and subject to, the service-specific conditions, timeframes, exclusions and limitations set out in Appendix A or Appendix B, as applicable. Appendix A does not provide a guaranteed timeframe for Initial Removal. Appendix B provides the separate 42-day Initial Removal guarantee specified in that Appendix.

Each review platform owns and controls its own platform. Any decision by a review platform to restore, reinstate, republish or otherwise alter a review after Initial Removal is made by that platform and is outside Bizdify’s control. Bizdify cannot guarantee that a review platform will not subsequently restore or alter a review that has been initially removed.

Reinstatement within 21 days

If the relevant review platform restores, reinstates or republishes the same review within twenty-one (21) days after Initial Removal, Bizdify will, at its discretion, either refund the service fee paid for the removal of that review, make a further attempt to remove the reinstated review at no additional service charge, or provide the Customer with a service credit equal to the service fee paid for the removal of that review.

Any service credit issued under this clause may be applied toward an eligible Bizdify service, is not redeemable for cash, is not transferable unless Bizdify agrees otherwise in writing, and must be used within twelve (12) months after the date on which it is issued.

The remedy selected by Bizdify will fully satisfy Bizdify’s obligations in relation to that reinstatement. The Customer will not be entitled to select the remedy or receive more than one remedy for the same reinstatement unless Bizdify agrees otherwise in writing.

Reinstatement after 21 days

If the relevant review platform restores, reinstates or republishes the same review more than twenty-one (21) days, but no later than two (2) years, after Initial Removal, Bizdify will make a reasonable, honest and good-faith attempt to remove the reinstated review again using its available review-removal processes at no additional service charge to the Customer.

A further removal attempt under this clause does not guarantee that the reinstated review will be removed again and does not restart or extend the original twenty-one (21)-day remedy period. The further removal service applies only to the same review that was initially removed, does not apply to a new, replacement, reposted or substantially revised review, and expires two (2) years after the date of Initial Removal.

Exclusions

This Service Guarantee does not apply where the reviewer posts a new or replacement review; the reviewer materially changes, republishes or reposts the review as a new review; the same or similar content is published through another account, profile or platform; the Customer or another person takes action that causes or contributes to the review being restored, republished or replaced; the review is no longer eligible for removal under Bizdify’s processes or the relevant platform’s policies; the Customer has provided inaccurate, incomplete or misleading information; the Customer has interfered with or prejudiced Bizdify’s removal process; or Bizdify is prevented from providing the applicable service because of circumstances outside its reasonable control.

For clarity, a new review posted by the same reviewer, even if it contains identical or substantially similar content, is not considered a reinstatement of the review originally removed.

Except for the remedies expressly stated in Appendix A, Appendix B or this Appendix C, Bizdify does not guarantee that a removed review will remain removed permanently and is not responsible for any subsequent action or decision made by a review platform, the reviewer or any other third party.

Nothing in this Service Guarantee excludes, restricts or modifies any right, remedy, consumer guarantee or other protection that cannot lawfully be excluded, restricted or modified under applicable law.