BIZDIFY SERVICES AGREEMENT

All services provided by Bizdify Pty Ltd (ABN 52 645 072 297) of 46 Cavill Ave, Surfers Paradise, Queensland, 4217 (“Bizdify”) for its customers (“Customer”) are subject to the following terms unless mutually agreed otherwise in writing between the parties.

RECITALS

Customer wishes to receive Online Reputation Services from Bizdify

Customer wishes to engage Bizdify as an independent contractor to provide the Services to Customer.

Bizdify is willing to provide the Services and Customer is willing to appoint Bizdify to provide the Services, all in accordance with the provisions of this

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.

Related Body Corporate has the meaning given in s 50 of the Corporations Act 2001 (Cth).

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

Specification means the specific Services to be provided by Bizdify under this Agreement. The Specification is set out in Schedule 1 of this Agreement.

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

Termination Date means the earlier of:

the date of termination of this Agreement by Customer or Bizdify; and

the date of expiry of this

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 of the provision of the Services in accordance with this agreement, Customer will pay Bizdify the
Where Bizdify’s charges are based on an hourly rate, any time spent which is less than an hour is charged on a pro-rated
Customer acknowledges that the Fees are exclusive of any GST that may be charged by Bizdify to Customer, and therefore, Bizdify will be entitled to add on

4.2. Invoicing

Bizdify will provide Customer with a tax invoice in accordance with the GST Law in relation to Fees payable under this clause
Payment will be made by Customer to Bizdify within Upon Receipt after receiving Bizdify’s
When making a payment, Customer must quote relevant reference numbers and the invoice
The invoice referred to in clause 2(b) must include the following details before payment can be approved and forwarded:
- Invoice date;

description of Services provided;

the ABN of

4.3. Variation of Fees

Bizdify is entitled to vary their rates during the term of this agreement with written notice to Customer of 7 days prior to the change being implemented.

4.4. Failure to pay

If Customer does not make a payment by the date stated in an invoice or as otherwise provided for in the agreement, Bizdify is entitled to do any or all of the following:

charge interest on the outstanding amount at the rate of 10% per year above the base lending rate of Westpac Bank, accruing daily;
require Customer to pay, in advance, for any Services (or any part of the Services) which have not yet been performed; and
not perform any further Services (or any part of the Services).

4.5. Disputed invoices

If Customer disputes the whole or any portion of the amount claimed in an invoice submitted by Bizdify, Customer must:

pay the portion of the amount stated in the invoice which is not in dispute in accordance with the terms of payment set out in this agreement; and
notify Bizdify in writing (within 7 days days of receipt of the invoice) of the reasons for disputing the remainder of the

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

Customer will not charge for Bizdify’s use of the Facilities made available by

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

The Parties agree that, other than as expressly provided in this clause, nothing in this agreement transfers or grants to any Party any right, title or interest in or to any Intellectual Property in any Background IP. Bizdify grants to Customer a worldwide, royalty free, perpetual, irrevocable, transferable, non-exclusive licence to use the Background IP to the extent necessary for Customer to derive full benefit from its acquisition of the
Customer acknowledges that ownership of the Contact IP remains vested in Bizdify. Bizdify grants to Customer an exclusive, perpetual, fully paid-up, irrevocable, worldwide licence to use the Contract IP for the sole purpose of enabling Customer to derive full benefit from its acquisition of the
If the Contract IP or Background IP infringes the rights of a third party, Bizdify will have no indemnity obligation if any infringement, suspected infringement or alleged infringement of the Contract IP or Background IP arises from:
- use of the Deliverables in combination by any means and in any form with other goods not specifically approved by Bizdify;
- use of the Deliverables in a manner or for a purpose not reasonably contemplated or not authorised by Bizdify;
- modification or alteration of the Deliverables without prior consent in writing of Bizdify; or
- any transaction entered into by the Customer relating to the Deliverables without Bizdify’s prior consent in

(d) The obligations accepted by Bizdify under this clause 9 survive termination or expiry of this agreement.

9. Confidentiality

A Party which receives Confidential Information (Recipient) from the other Party (Discloser) must keep the Discloser’s Confidential Information confidential and not deal with it in any way that might prejudice its
The Recipient’s obligations in relation to the Confidential Information will continue for as long as the Confidential Information is maintained on a confidential basis by the
At the Termination Date, or when earlier directed by the Discloser:

all Confidential Information must be returned to the Discloser, including all copies of the Confidential Information or any extracts or summaries of the Confidential Information that the Recipient makes and any software that the Recipient creates based on the Confidential Information; and
the Recipient must erase and destroy any copies of any software containing or comprising the Confidential Information in the Recipient’s possession or under the Recipient’s control or that may have been loaded onto a computer possessed or controlled by the

The Confidential Information does not include information which:

is generally available in the public domain otherwise than as a result of a breach of clause 10(a) by the Recipient; or
was known by the Recipient prior to the Discloser disclosing the information to the

The Recipient agrees that the Discloser may require any of the Recipient’s personnel to sign a confidentiality agreement in a form that the Discloser approves, as a condition of the Discloser’s acceptance of any of the Recipient’s
The Recipient agrees to indemnify the Discloser fully against all liabilities, costs and expenses which the Discloser may incur as a result of any breach of this clause 10 by the
The Recipient acknowledges that damages may be an inadequate remedy for breach of this clause 10 and that the Discloser may obtain injunctive relief against the Recipient for any breach of this clause
The obligations accepted by the Recipient under this clause 10 survive termination or expiry of this

10. Privacy

Customer is responsible for obtaining all relevant consents from, and providing all relevant notices to, individuals whose Personal Information is provided by Customer to Bizdify in connection with this agreement so as to ensure that Bizdify’s dealings with that information pursuant to this agreement comply with Bizdify’s obligations under any Privacy
Customer must indemnify Bizdify against, and must pay Bizdify on demand the amount of, all Losses, liabilities, costs and expenses arising out of its failure to comply with clause 11(a).
Customer must:

immediately notify Bizdify if it becomes aware of any unauthorised access to, or unauthorised disclosure of, Personal Information under its control by virtue of this agreement, and provide advice as to whether it considers that such security breach may result in serious harm to any individual to whom the information relates;
comply with any directive from Bizdify as to which Party will discharge any statutory reporting obligation arising from the incident;
conduct or assist Bizdify in conducting a reasonable and expeditious assessment of the breach or suspected breach; and
ensure compliance with all mandatory data breach reporting obligations arising out of the breach or suspected

11. Warranties, liability, and indemnities

11.1. Warranties

Bizdify warrants that it will use reasonable care and skill in performing the
If Bizdify performs the Services (or any part of the Services) negligently or materially in breach of this agreement including any part of the Specification, then, if requested by Customer, Bizdify will re-perform the relevant part of the Services, subject to clauses 4(a) and 12.4(b) below.
Customer’s request referred to in clause 12.1(b) must be made within 7 days of the date Bizdify completed performing the

11.2. Employees and subcontractors

Bizdify covenants that Bizdify is solely responsible for payment to Bizdify’s employees and agents of all amounts due by way of salary, superannuation, annual leave, long service leave and any other benefits to which they are entitled as Bizdify’s employees or
Bizdify must otherwise comply with legislation applicable to Bizdify’s employees and

11.3. No warranties in relation to completion

Bizdify provides no warranty that any result or objective can or will be achieved or attained at all or by a given completion date any other date, whether stated in this agreement, the Specification or elsewhere.

11.4. Limitation on liability

Except in the case of death or personal injury caused by Bizdify’s negligence, the liability of Bizdify under or in connection with this agreement whether arising in contract, tort, negligence, breach of statutory duty or otherwise must not exceed the Fees paid by Customer to Bizdify under this
Neither Party is liable to the other Party in contract, tort, negligence, breach of statutory duty or otherwise for any loss, damage, costs or expenses of any nature whatsoever incurred or suffered by that other Party of an indirect or consequential nature including any economic loss or other loss of turnover, profits, business or For the purposes of this subclause, “consequential loss or damage” means any Loss that does not arise naturally and according to the usual course of things as a result of a breach of this agreement or other event giving rise to such Loss, whether or not such Loss may reasonably be supposed to have been in the contemplation of the Parties at the time they made this agreement.
Bizdify’s liability for failure to comply with a Consumer Guarantee is limited to:
- in the case of goods supplied to Customer, the replacement of the goods or the supply of equivalent goods (or the payment of the cost to the Customer of the replacement or supply), or the repair of the goods (or the payment of the cost to the Customer of the repair); and
- in the case of services supplied to Customer, the supply of the services again or the payment of the cost to the Customer of having the services supplied

11.5. No reliance

Each of the Parties acknowledges that, in entering into this agreement, it does not do so in reliance on any representation, warranty or other provision except as expressly provided in this agreement. Any conditions, warranties or other terms implied by statute or common law are excluded from this agreement to the fullest extent permitted by law.

11.6. Survival of obligations

The obligations accepted by Bizdify and Customer under this clause survive termination or expiry of this agreement.

12. Termination

Either Party may terminate this Agreement by notice in writing to the other if the other Party notified:
- fails to observe any term of this Agreement; and

fails to rectify this breach, to the satisfaction of the notifying Party, following the expiration of 30 days’ notice of the breach being given in writing by the notifying Party to the other

Either Party may terminate this Agreement immediately upon the happening of any of the following events:

if the other Party commits a material breach of the agreement which is incapable of rectification;
if Customer enters into a deed of arrangement or an order is made for it to be wound up;
if an administrator, receiver or receiver/manager or a liquidator is appointed to Customer pursuant to the Corporations Act; or
if Customer would be presumed to be insolvent by a court in any of the circumstances referred to in the Corporations

Upon termination of this agreement any fees, expenses or reimbursements payable by Customer to Bizdify in respect of any period prior to the Termination Date must be paid by Customer within 7 days after the Termination
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

13.1 Force Majeure

Neither Party has any liability under or may be deemed to be in breach of this agreement for any delays or failures in performance of this agreement which result from a Force Majeure
The Party affected by these circumstances must promptly notify the other Party in writing when such circumstances cause a delay or failure in performance and when they cease to do
If such circumstances continue for a continuous period of more than 6 months, either Party may terminate this agreement by written notice to the other

13.2. Amendments

This Agreement may only be amended in writing signed by duly authorised representatives of the Parties.

13.3. Assignment

Subject to clause (b), neither Party may assign, delegate, subcontract, mortgage, charge or otherwise transfer any or all of its rights and obligations under this Agreement without the prior written agreement of the other
A Party may assign and transfer all its rights and obligations under this Agreement to any person to which it transfers all of its business, provided that the assignee undertakes in writing to the other Party to be bound by the obligations of the assignor under this

13.4. Entire agreement

This Agreement contains the whole agreement between the Parties in respect of the subject matter of the
The Parties confirm that they have not entered into this Agreement on the basis of any representation that is not expressly incorporated into this

13.5. Waiver

No failure or delay by Bizdify in exercising any right, power or privilege under this Agreement will impair the same or operate as a waiver of the same nor will any single or partial exercise of any right, power or privilege preclude any further exercise of the same or the exercise of any other right, power or
The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights and remedies provided by

13.6. Agency, partnership etc

This Agreement will not constitute or imply any partnership, joint venture, agency, fiduciary relationship or other relationship between the Parties other than the contractual relationship expressly provided for in this
Neither Party will have, nor represent that it has, any authority to make any commitments on the other Party’s

13.7. Further assurance

Each Party to this Agreement will at the request and expense of the other execute and do any deeds and other things reasonably necessary to carry out the provisions of this Agreement or to make it easier to enforce.

13.8. Severance

If any provision of this Agreement is prohibited by law or judged by a court to be unlawful, void or unenforceable, the provision will, to the extent required, be severed from this Agreement and rendered ineffective as far as possible without modifying the remaining provisions of this Agreement, and will not in any way affect any other circumstances of or the validity or enforcement of this Agreement.

13.9. Announcements

Subject to clause (b), no Party will issue or make any public announcement

or disclose any information regarding this Agreement unless prior to such public announcement or disclosure it furnishes the other Party with a copy of such announcement or information and obtains the approval of the other Party to its terms.

No Party will be prohibited from issuing or making any such public announcement or disclosing such information if it is necessary to do so to comply with any applicable law or the regulations of a recognised stock

13.10. Notices

A notice or other communication connected with this Agreement has no legal effect unless it is in writing. In addition to any other method of service provided by law, the notice may be sent by pre-paid post to the address of the addressee as set out in this Agreement, or sent by facsimile to the facsimile number of the addressee.

13.11. Law and jurisdiction

This Agreement takes effect, is governed by, and will be construed in accordance with the laws from time to time in force in Queensland, Australia. The Parties submit to the non-exclusive jurisdiction of the courts of Queensland.

APPENDIX A

Terms and Conditions for the Standard Review Removal Packages

X1, X2, and X3

|formerly Mom & Dad, Professional and Enterprise | formerly 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.

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.

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.

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.

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.

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 clients 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, clients may contact our support team via the contact information provided on our website.

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 Google profile within a 28-day period. This service is not publicly listed and maintains confidentiality for our clients.

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.

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.

Service Guarantee

Bizdify guarantees the removal of negative reviews within the stated 28-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 28-day money-back guarantee policy. Guarantees only apply if customer has paid the full retail price for each removal, otherwise guarantee period is 24 hours unless stated in writing otherwise. 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.

Client Responsibilities