Terms and Conditions

1. The Directory Guys will formally call and confirm details supplied at time of sign up. The Directory Guys cannot proceed in delivering the product in full until this information is confirmed with the account holder or elected representative (this is to ensure there are no mistakes in your published information).
2. The nominated bank account will be charged the set up fee at point of sale to the value + TAX agreed at point of sale.
3. The nominated bank account will be charged on an ongoing monthly basis to the value agreed at point of sale + TAX. Monthly charges are starting from the following month, not from when the listing appears on front page (most of the hard work is put in when the listing isn’t visible in order to optimise your listing to start appearing on the front page).
4. I understand that the process of set up often requires a postcard being sent from Google. This can take up to 4 weeks. The Directory Guys take no responsibility for postal issues that may cause a delay. Other work and back end work will be taking place whilst we wait for the arrival of the verification pin.
5. The postcard from Google will contain a pin number that must be supplied to The Directory Guys in order for the services to be supplied in full. The Directory Guys take no responsibility for delay. If the pin is not supplied either by phone or email. The Directory Guys will make every attempt to receive the pin. If not received The Directory Guys will re-order to start process again.
6. Due to the changing nature of the internet and Google’s search algorithms, practices, policies and functionality; I understand The Directory Guys cannot guarantee the time it will take to deliver results. However, we are happy to offer our The Directory Guys promise. If we don’t get at least 1 keyword in the Top 10 of Google Places in your local town within 60 days of verification, you are entitled to a refund of costs**
7. For Priority Plus Add on packs if we do not achieve top 3 within 90 days you are entitled to a refund of the add on costs ($19.99+ p/month)
8. I understand that my Google Places rank will change frequently as they are controlled by Google. For any queries or concerns I will contact The Directory Guys customer service team.
9. I understand with Prioritise Me product involving “surrounding areas”, The Directory Guys cannot predict frequency of rank on keywords in surrounding areas as this is solely controlled by Google.
10. The Directory Guys will assist in every way possible but cannot control content of any reviews posted about your business on the Google Places.*Ask about our review management product if required.
11. I understand that The Directory Guys are not owned or affiliated in anyway with Google. The Directory Guys specialize in setting up and optimizing the Google Places listings.
12. I understand that this is a monthly rolling contract that can be opted out giving 30 days’ notice either through phone or email. We understand our cancellation notice isn’t recognised until we have received a confirmation email from Customer Service. If your last payment date falls within the 30 days’ notice, a final payment would be required and be aware that one-off set up fees are not included within our money-back guarantee(s).
13. I understand refunds will not be issued for a drop in ranking outside of the 60 day period as Google updates and changes might affect rankings; however I understand The Directory Guys will be re-optimizing my listing and working on it continually in order to achieve top 10 rankings in this case.
14. I understand that during and after the set up process, Google sometimes requires business’ to be re-verified . This may effect timelines set for rankings and current rankings.
15. I understand that any failure or defaulted payments within my duration with The Directory Guys forfeits all rights to refunds and time line guarantees as this will effect the normal process of work completed by the technical team. (failed or cancelled d/d app can be viewed via our go cardless account log ins.
16. I understand that re-verification will occur from time to time at the request of Google. This can affect ranking but I understand The Directory Guys will do everything in their power to resolve and ensure ranking affects are rectified as soon as possible. This may also effect the 60/90 day money back guarantee if it occurs during that period, for any concerns I will raise this with my case manager.

Terms And Conditions (full detail)

These Prioritise Me Services Terms & Conditions (“Agreement”) are between The Directory Guys Pty Ltd (“The Directory Guys”) and you for the provision of business listing optimisation services and related services described below. You acknowledge that you have read, understood and agreed to these Prioritise Me Services Terms & Conditions, and agree to be bound by them. Your continued receipt or use of the Services indicates your agreement to these Prioritise Me Terms & Conditions, together with the The Directory Guys Master Services Terms & Conditions and our Privacy Policy.
In these Prioritise Me Terms & Conditions, all references to “Site” shall mean your website to be used for the purposes of this Agreement, the URL of which is set out in your Application Form. If there is any inconsistency between the provisions of these Prioritise Me Terms & Conditions and the Master Services Terms & Conditions, the latter will prevail to the extent of any inconsistency. The Directory Guys shall provide business listing optimization services and related services, and perform its obligations, in accordance with your Application Form (“Services”)

Services

The Directory Guys shall provide the Services in accordance with your Application Form and this Agreement and any time frames set out therein shall be estimates only and time for performance shall not be of the essence. In order to provide the Services, you grant us the sole and exclusive right to manage and operate your Google account, username, password and pin code (whether this account was set up prior to this Agreement or otherwise), and you shall provide us with such account, username, password and pin code details. We shall not be able to commence the provision of Service until you have provided us with your Google account, log-in, password and pin code. In order to properly provide the Services, The Directory Guys may, in its reasonable discretion, refuse any request by you for the details of your Google account, username, password and pin code.

Customer responsibilities

You acknowledge that the ability of The Directory Guys to provide the Services is dependent upon your full and timely co-operation (which you agree to provide), and any other information and data provided by you or on your behalf. The Directory Guys shall not be liable for any delays resulting from your failure to fulfil any of your obligations or from an act or omission of a third party. You shall provide The Directory Guys with access to, and use of, all information, data and documentation reasonably required by The Directory Guys for the performance of its obligations. You acknowledge that The Directory Guys may amend, add or delete information or materials on your Site, Google Places or Google Plus page from time to time, in order to maximize the ability of The Directory Guys to provide the Services. Reviews, other directories and on line mentions are at The Directory Guys discretion in order to achieve desired increase in ranking.

Charges and payment

The Charges payable for each Service, whether recurring or not, are set out in your Application Form. The Directory Guys shall issue invoices to you in respect of the Charges and frequency set out in your Application Form. The Charges shall be payable in Canadian Dollar at the time of completing an Application Form and must be made by one of the methods outlined in the Application Form or invoices. All deposits or advanced payments are non-refundable. You remain committed to pay us for all Charges for Services for their full invoicing period, irrespective of whether:

This Agreement has been suspended or terminated during such invoicing period; or Such Services have been changed or cancelled during such invoicing period.

Unless otherwise stated, all Charges and other amounts payable are exclusive of TAX. If TAX becomes payable on any supply made or provided, on which TAX is not payable at the date of this Agreement, you will pay The Directory Guys an additional amount equal to value of consideration for the supply multiplied by prevailing TAX rate. The Directory Guys may set off any amounts due and payable under this Agreement (or otherwise) against amounts that may be payable by The Directory Guys to you.
The Directory Guys reserves right to charge interest on overdue amounts at an average annual base rate ruling on due date. The Directory Guys may by notice suspend work and your use of and access to Services, until outstanding invoice(s) are paid in full. Charges shall continue to accrue during such period of suspension. Time for payment shall be of the essence.
Invoices may only be disputed by you by providing The Directory Guys written details of dispute within fourteen (14) days of the invoice date, failing which invoice shall be deemed to have been accepted by you. You shall remain liable to make payment of any undisputed portions of an invoice.

Variations and Cancellations

You are able to cancel any on going monthly commitments with 30 days notice via phone or email. The Directory Guys may change this Agreement or the Services, by giving written notice (whether by email, fax or post to designated email address, fax number or postal address, notified by you as part of your registration process), or by posting an updated Terms & Conditions on our Site and your continued use of the Services after the date of such change will constitute your acceptance of such update.

Warranties

Each of the parties warrants to the other that it has full power and authority to enter into and perform this Agreement.
The Services come with guarantees that cannot be excluded under CA business Law. You are entitled to a replacement or a refund for major failure and compensation for any other reasonably foreseeable loss or damage. You are also entitled to have the Services supplied again or payment of the cost of having the Services supplied again, if the Services fail to be of acceptable quality and the failure does not amount to a major failure.
Whilst The Directory Guys shall perform the Services with reasonable care and skill, it is unable to guarantee improved rankings in the major search engines as it does not control the algorithms of the search engines, nor is it able to guarantee the time it will take to achieve certain results. You acknowledge that The Directory Guys makes no warranty that the Services will generate any increase in sales, business activity, profits, clicks to your Site, exposure of your business or your keywords (including, but not limited to, the position your Site is placed on a search result page or the frequency and time of day that your Site is displayed), or any other form of improvement for your business or Site, or any other purpose.

You acknowledge that there is no guarantee that:
You further acknowledge that changes in the Internet, search engine algorithms, practices, policies and functionality and new website competition may influence a keyword search engine ranking as time passes. Additionally, new sites and potentially competitor web sites are being optimised and submitted every day to achieve good search engine ranking. Rankings and placement may also be affected by your changing of keywords.
The Directory Guys cannot control, and it shall not be responsible for, in any manner whatsoever, any reviews, ratings, commentary or materials published about your or your business, whether via Google Places or any third party websites or references.
The Directory Guys does not warrant that Services will be uninterrupted, error free or virus free or that the Services will meet your requirements (such as search engine optimisation, performance or reliability). Any time frames are provided as guides or estimate only.
The Directory Guys cannot ensure that work carried out will not result in Google or any other search engine suspensions or penalizations to listings.
This Agreement sets out the full extent of The Directory Guys’ obligations and liabilities in respect of the supply of Services.

Liability

Not withstanding anything else contained herein, you are solely responsible for the contents of your Site and The Directory Guys shall not be held liable or accountable for the contents of your Site (including without limitation in connection with infringement of intellectual property rights of any other party). The Directory Guys urges you to maintain backup versions of your Site’s content to guard against losses of any kind. To extent permitted by law, The Directory Guys, its directors, partners and employees hereby expressly exclude:

any liability for loss of income or revenue; loss or interruption of business; loss of up time; loss of profits; loss of or damage to software; loss of anticipated savings; loss of data; loss of goodwill; loss of traffic; or any liability for any direct, indirect or consequential loss or damage incurred by you or any end user in connection with Services, or use of Services; and any other loss or damage of any kind (including for any injury to any person), however arising and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable.

This does not affect liability of The Directory Guys which cannot be excluded or limited at law. Without limiting foregoing, parties acknowledge that laws in certain jurisdictions may imply warranties and conditions which cannot be excluded, restricted or modified except to a limited extent. If any such laws apply, then to extent permitted by law. The Directory Guys’ liability is limited to any one or more of the following (in its sole discretion):

in the case of any goods (failing to be of acceptable quality and the failure does not amount to a major failure), replacement or repair of goods, or supply of equivalent goods, or payment of cost of repairing or replacing goods or supplying equivalent goods; in case of services (failing to be of acceptable quality and the failure does not amount to a major failure),supply of services again or payment of cost of having services supplied again.

Without limiting foregoing and to the extent allowable at law, you agree that The Directory Guys’ maximum aggregate liability (including any liability for the acts or omissions of its employees, agents, contractors and subcontractors), whether arising in contract, tort (including negligence), misrepresentation or otherwise, shall in no circumstances exceed the amount of fees paid or payable to The Directory Guys under this Agreement for the Service that is the subject of the breach, only from the time that the breach has occurred. You shall indemnify The Directory Guys, its directors, partners and representatives from all actions, claims, damages, liabilities or costs (including legal costs) arising from, or directly or indirectly related to use of Services by you or anyone else, or otherwise arising as result of this Agreement. The Directory Guys can not be held responsible or liable for any suspensions or penalizations to listings. The work carried out is under your instruction and at your own risk.

Intellectual property rights and confidentiality

The Directory Guys retains intellectual property rights in all programming modules, code, computer programmes, material, tools, data, know-how and anything else generated in course of providing (directly or indirectly) Services; and all intellectual property rights existing prior to commencement of such Services (“The Directory Guys IP) The Directory Guys licenses to you the right to access The Directory Guys IP on a non-exclusive basis to such extent as is necessary to enable you to make reasonable use of the relevant Services for the duration of this Agreement. You acknowledge that Services may include individual third party software or third party intellectual property rights (“Third Party IP)and the license in clause. Your rights to use Services is without prejudice to Third Party IP. Any rights to access Third Party IP shall be limited to extent of The Directory Guys’ right to access same and its ability to pass on such rights to you. In relation to any data, content, information or material provided by you to us, you warrant that same will not infringe the rights of any third party nor contravene any law or industry code.8.6 Save as required by law, you shall not disclose any confidential information relating to The Directory Guys or its affiliates obtained during or arising out of this Agreement, to anyone (except your employees on an as need basis).

Term and termination

This Agreement commences on date The Directory Guys commences providing the Service or such other date agreed by us in writing (“Commencement Date”) and terminates on date we complete the Services or as otherwise set out in your Application Form, unless the parties agree in writing to extend the term of this Agreement. Notwithstanding the foregoing, where the Services relate to support services, the duration of support services shall commence on the date of verification by The Directory Guys (that is, verification via Google Places Listing) The Directory Guys may terminate or suspend this Agreement (without any liability):

at any time by giving you at least 14 days’ notice; immediately on giving notice to you, if you breach, including failure to pay the Charges; or you become insolvent within the meaning of Corporations Act, are otherwise unable to pay your debts when due or you cease to carry on business.

Should The Directory Guys elect to reinstate such suspended Service you shall be responsible for The Directory Guys’ standard re-activation charge. Termination of this Agreement shall not affect the continuation of the Master Services Terms & Conditions or any other individual Terms & Conditions relevant to other Services, then in force, which shall remain operational in all other respects. On termination or expiration of this Agreement:

The Directory Guys shall invoice you for all amounts then due but unbilled; any amounts or deposits already paid by you shall not be refunded in any circumstances; and you shall set up an alternative Google account in order for us to transfer your GooglePlaces account to, and where such transfer is not possible, you must promptly set up a new Google Places account (at which time we will thereby delete and remove your listing from our account).

Non-Solicitation

You shall not, during duration of this Agreement, and for a period of one (1) year thereafter, hire, engage, solicit, employ or contract the services of any of the employees or contractors of The Directory Guys or others involved in the provision of Services.

Notices

All notices given by The Directory Guys may be given by email to the address notified by you to The Directory Guys in your Application Form. It is your obligation to keep that email address current and correct. You agree that record of The Directory Guys having sent a notice to you by email is, of itself, conclusive proof of receipt. Notices given by you must be delivered to The Directory Guys in writing and addressed to: 2800 Skymark Avenue, Mississauga, Ontario L4W5A7 Canada (with copy by email to [email protected]).

Entire agreement

This Agreement, and documents referred to herein, contains entire understanding between parties as to its subject matter and supersedes and excludes all prior and other discussions, specifications, representations and arrangements relating to Services including, but not limited to, those relating to performance or results that ought be expected from the Services. Any representations (oral or written) given by, or on behalf of, The Directory Guys shall not be relied upon. Not with standing, you shall also be bound by policies or guidelines of Google http://support.google.com/places/bin/topic.py?hl=en&topic=1656880&parent=1656875 and Yahoo!(which may change at any time) and the Privacy Policy. We urge you to keep up-to-date with these policies and guidelines and check them frequently to ensure you are aware of any changes. You acknowledge that The Directory Guys has no connection, affiliation, sponsorship or endorsement with Google and nothing shall be construed in this manner at any time.

Governing law and jurisdiction

This Agreement and any dispute or claim arising out of or in connection with same shall be governed by and construed in accordance with the laws of Ontario, Canada and parties submit to the exclusive jurisdiction of that Country.