RepDefender Pty Ltd ACN 656 738 322 (“Company”) is engaged by the Client to provide the services according to the terms and conditions in this Agreement.

The terms and conditions of this Agreement will be deemed accepted by the Client when the Client:

• makes an Initial Payment;
• provides an email notification or email signature;
• checks a tick box on an electronic form; or
• otherwise indicates acceptance of the Proposal.

Who This Policy Covers

In this Privacy Policy:

• “you” refers to any individual or entity whose personal information we collect.
• “RepDefender” refers to RepDefender Pty Ltd and its associated entities.

Definitions

The following definitions apply to this Agreement:

Agreement means:

• these General Terms of Business;
• the Service Terms;
• the Client Portal Terms of Access; and
• the Proposal.

• Business Day means a day that is not a Saturday, Sunday or public holiday in Brisbane, Queensland.
• Client Portal Terms of Access means the Client Portal Terms of Access for the Client Portal set out in Schedule 2.
• Confidential Information means:

• the terms of this Agreement, including any Proposal and related subject matter, including information submitted or disclosed by either party during negotiations, discussions, and meetings;
• information identified by the Disclosing Party as confidential at the time of disclosure; and
• all other information belonging or relating to the Disclosing Party that is not generally available to the public at the time of disclosure, unless due to a breach of this Agreement, or which the Receiving Party knows or reasonably should know is confidential.

• Controller means, in relation to a person:

• a receiver, receiver and manager, administrator, or liquidator (whether provisional or otherwise) of that person or their property; or
• any other person who is in possession or control of that person’s property to enforce an encumbrance.

Disclosing Party has the meaning given in clause 13.1.
Fee means the fee for the Services, as specified in the Proposal.
Information means any data, whether oral, graphic, electronic, written, or otherwise, including:

• forms, memoranda, letters, specifications, processes, procedures, statements, formulae, technology, inventions, trade secrets, research and development information, know-how, designs, plans, photographs, business records, notes, accounting procedures or financial information, sales and marketing information, customer/supplier/agent details, employee information, reports, and drawings;
• copies or extracts of such data, whether modified, translated, updated, or otherwise altered; and
• samples or specimens disclosed by either party.

• Initial Payment means any payment made by the Client, including any deposit, that commences the supply of Services as outlined in the Proposal.
• Insolvency Event means, in relation to a party, any of the following:

• being in liquidation or provisional liquidation or under administration;
• having a Controller or similar person appointed;
• failing to comply with a statutory demand under section 459F(1) of the Corporations Act 2001 (Cth);
• being unable to pay debts or being otherwise insolvent;
• becoming insolvent under administration under section 9 of the Corporations Act 2001 (Cth);
• entering into a compromise or arrangement with, or assignment for the benefit of, members or creditors; or
• any similar event under the laws of any jurisdiction—unless it is part of a solvent reconstruction, amalgamation, compromise, arrangement, merger, or consolidation, and in the case of the Client, is approved by the Company.

• Location means the online location where the Target Content is accessible, as outlined in the Proposal.

• Minimum-term Agreement means a contract to provide the Services for a specified minimum term, as set out in the Proposal.
• Party means a party to this Agreement.
• Proposal means any service summary, quote, checkout page, or email correspondence issued by RepDefender outlining the scope of services, applicable fees, and specific terms for the Client’s engagement. Acceptance of a Proposal may occur through payment, digital signature, form submission, or any other affirmative act indicating agreement. For the avoidance of doubt, a Proposal does not require a formal signed document and may include communications or fee summaries presented via invoice, onboarding email, or payment form.
• Receiving Party has the meaning given in clause 13.1.
• Relevant Party means an employee, agent, director, officer, contractor, affiliate, or associate of the Company.
• Service Date means the date on which the Company begins performing the Services for the Client, regardless of when the Proposal was accepted.
• Services means the Content Removal, Reputation Management services outlined in the Proposal and Service Terms.
• Service Terms means the Service Terms and Conditions set out in Schedule 1.
• Client Portal means the portal located at https://app.repdefender.com.au.
• We / Us / Our / Company means RepDefender Pty Ltd ACN 656 738 322.
• You / Your / Client means the person or entity engaging the Company to provide the Services.

Supply of Services

• The Company shall supply the Services to the Client in accordance with the Agreement.
• The Client shall grant the Company exclusive access to provide the Services for the duration of this Agreement.
• Timeframes for the delivery of Services are indicative only and subject to change due to unforeseen events or circumstances beyond the Company’s control.
• The Company shall not be liable for any delay or failure to perform its obligations under this Agreement where such delay or failure is caused by the termination of access or a change to the conditions of a Service by either the end supplier or the Client.
• The Company will take the steps it deems necessary and appropriate to perform the Services and achieve the outcomes outlined in the Proposal. This may include strategies suggested by the Client or alternative methods the Company considers suitable.
• The Company may, at its sole discretion, disclose details regarding its methods, strategies, or third-party submissions used while supplying the Services. However, the Company is under no obligation to disclose any information it considers commercially confidential or intellectual property.
• For the avoidance of doubt, the Company does not provide legal advice in the course of delivering the Services. The Client is encouraged to seek independent legal counsel as required.

Each Proposal Constitutes a Separate Agreement

• Each Proposal, once accepted by the Client, shall be deemed a separate agreement.
• Each such agreement shall incorporate these General Terms of Business and the applicable Service Terms.
• The Client may request additional work of the same or a similar nature to that described in the Agreement, which will fall under the original Proposal.
• If the Client requests work of a different nature, this shall constitute a new Proposal subject to separate negotiation.
• Determination of whether the work is of the same or similar nature shall be at the discretion of the Company.

Priority of Agreement

In the event of any inconsistency between parts of this Agreement, the following order of precedence shall apply:

• The Proposal;
• The Service Terms;
• These General Terms of Business.

The document listed higher in this hierarchy shall prevail to the extent of any inconsistency.

Term

This Agreement commences on the Service Date and continues until:

• the end of the Minimum-Term Agreement;
• it is terminated in accordance with clause 8; or
• as otherwise documented in the Proposal.
• Monthly contracts shall continue on a rolling monthly basis unless otherwise terminated.
• Unless specified otherwise in the Proposal, a Minimum-Term Agreement will continue on a month-by-month basis following expiry of the initial term unless terminated in accordance with the Proposal or clause 8.

Your Obligations

You must:

• respond promptly to communications from the Company in relation to the Services;
• provide accurate, complete, and current information or documentation reasonably requested by the Company.

You must also provide:

• access to relevant Client personnel; and
• all necessary Information, software, systems, online accounts, and documentation required by the Company to perform its obligations.

Indemnity

You indemnify and release the Company from all liabilities incurred in connection with:

• the Company’s use or reliance on images, trading names, data, specifications, or documentation provided by you;
• delays or failures caused by your failure to meet obligations outlined in clause 3;
• compliance by the Company with your directions or instructions;
• any breach of this Agreement by you;
• reputational damage suffered by the Company due to your breach of this Agreement, except to the extent caused by the Company.

Data Backups

Except where expressly agreed otherwise, you are solely responsible for backing up your data (hosted on our systems or otherwise provided) at intervals appropriate to the nature of the data.

Client Acknowledgements

• The Company is not responsible for any failure to perform its obligations under this Agreement where, in the Company’s reasonable opinion, such failure is caused or contributed to by the Client.
• The Client acknowledges that if the completion of the Services is delayed or must be altered due to any of the following:
• the Company suspends the provision of Services under its rights in this Agreement;
• the Services must be provided in circumstances not reasonably anticipated in this Agreement or Proposal;
• a change occurs in the timing or complexity of the Services;
• any assumptions or scope outlined in the Proposal is incorrect, subject to change, or altered during the provision of Services;
• any act or omission of the Client, its agents, contractors, or suppliers;
• then the Client agrees that:
• the dates for provision of Services will be delayed or adjusted as reasonably necessary; and
• the Company may increase the Fees to reflect revised or amended Services, with the Client’s consent.

Fees and Payment

• The Client agrees to pay the Fees outlined in the Proposal in consideration for the Services.
• Fees are charged according to the Fee Schedule in the Proposal or, if unspecified, as outlined in the applicable Service Terms.
• Unless otherwise agreed in writing, or provided for in the Service Terms, payment must be made by credit card (Visa, Mastercard, or Amex) or direct debit from the Client’s nominated bank account. Services will not commence until the first payment is made or scheduled.
• Unless otherwise instructed in writing, the Company will securely store payment details from the first transaction and use them to process subsequent payments.
• If any Fees remain unpaid by the due date, the Company may suspend the Services until full payment is received.
• If the Company initiates action to recover overdue amounts, the Client is liable for reasonable debt recovery costs, including legal and collection agency fees.

Termination

• Either party may terminate the Agreement:
• on the terms stated in the Proposal; or
• if no terms are specified, with 30 days’ written notice.
• A non-defaulting party may immediately terminate the Agreement in writing if the other party:
• commits a material breach that cannot be remedied;
• commits a remediable material breach and fails to rectify it within 14 days of written notice; or
• is subject to an Insolvency Event.
• The Company may also terminate the Agreement immediately if the Client fails to pay Fees by the due date.
• Upon termination, the Client must pay all outstanding Fees within 7 days, including for any completed work that has not yet been invoiced.

Warranties

To the extent permitted by law:

• The Company and Relevant Parties do not warrant or guarantee:
• specific outcomes or success from use of the Services;
• the accuracy, reliability, or content of any information delivered through the Services;
• an increase in traffic, users, or sales;
• continuation of any market conditions present at commencement.
• The Company warrants that Services will be delivered to a professional standard, using reasonable endeavours, due skill, care, and in accordance with applicable laws.
• The Client acknowledges that the Services may require the Company to use or interact with third-party platforms (e.g. Google, Facebook). The Company is not liable for:
• failures by such platforms to provide services;
• algorithm changes;
• faults or outages within those platforms.
• If the person entering this Agreement is not the Client, they warrant the authority to do so and agree to indemnify the Company for any resulting breach.
• The Company does not warrant that the Services will be uninterrupted, timely, secure, error-free, or immune to unauthorised access, viruses, or cyber-attacks.
• All implied terms or warranties (including those under legislation, equity, custom, or usage) are excluded to the fullest extent allowed by law.
• If the Client is a “consumer” under the Australian Consumer Law or relevant legislation, non-excludable rights and remedies apply. This Agreement does not exclude or restrict those rights.
• However, where the goods or services are not ordinarily acquired for personal, domestic, or household use, the Company’s liability is limited to (at its election):
• Goods: replacement, equivalent supply, or cost of replacement/repair.
• Services: re-supply or cost of re-supply.

Refund Policy

• Due to the nature of the Company’s services, refunds or credits are not generally provided unless required under applicable laws (“the Acts”).
• The Company is under no obligation to issue refunds for change of mind.
• Clients on Pay-Per-Removal Agreements are only charged for Successful Removals. If no reviews are removed within the guarantee period, the deposit will be refunded in full within 7 days.
• Refund or credit requests will be assessed on a case-by-case basis, with consideration of resource, time, and technology allocation.
• Approved refunds will be issued to the original payment method unless otherwise agreed.

 
Refunds may be granted at the Company’s sole discretion where:

• There is an undisclosed issue that would have impacted the purchase decision;
• The service is substantially unfit for its purpose and cannot be remedied in a reasonable timeframe;
• The service does not meet the applicable Service Terms and cannot be easily rectified; or
• The service results in an unsafe situation, as determined by the Company.

 
Refunds will not be granted where:

• The Client changes their mind;
• Target Content is removed during the term (regardless of cause);
• Delays are caused by the Client;
• Issues are minor or technical in nature; or
• The Client engages similar or related services from third parties or themselves, affecting the Services.

Liability and Indemnity

You agree to indemnify and release the Company and all Relevant Parties from all claims, losses, liabilities, and expenses (including legal costs) arising from:

• Any act, omission, negligence, or default by you or your agents, contractors, or employees;
• Your breach of this Agreement;
• Any actual or alleged intellectual property infringement arising from materials you provide.

 
To the maximum extent permitted by law, the Company is not liable for:

• Defects in third-party services related to this Agreement;
• Indirect or consequential losses (including loss of data, profit, goodwill, revenue, or business opportunities);
• Claims made more than six months after the relevant circumstances were known or reasonably should have been known.

The Company’s total liability for non-excluded damages is limited to the total Fees paid in the 12 months preceding the claim.

GST

• Terms such as Consideration, GST, Input Tax Credit, Recipient, Supply, Tax Invoice, and Taxable Supply have the meanings in the A New Tax System (Goods and Services Tax) Act 1999 (GST Act).
• All amounts quoted are exclusive of GST unless expressly stated.
• Where GST is payable on a Taxable Supply, the Recipient must pay an additional amount equal to the GST amount, provided a valid Tax Invoice is issued.
• Payment must be made at the same time and in the same manner as the base Consideration.

Confidentiality

Each party receiving Confidential Information (“Receiving Party”) acknowledges that such information is proprietary to the disclosing party (“Disclosing Party”). The Receiving Party must:

• Keep all Confidential Information secure and not disclose it without written approval;
• Use it solely to perform obligations under this Agreement;
• Limit access to employees/consultants only as needed to perform services;
• Not memorise, reverse engineer, or make copies except as needed for service delivery.

Exceptions:
These obligations do not apply to information that:

• Is publicly available (excluding breach-related disclosure);
• Was already lawfully in the Receiving Party’s possession;
• Was obtained from a third party not bound by confidentiality;
• Was independently developed without reference to the Confidential Information;
• Must be disclosed under law.
• The Company may retain Confidential Information for up to 60 days post-termination, excluding electronic communications which may be retained securely.

Force Majeure

Neither party is liable for delays or failure to perform obligations due to circumstances beyond their reasonable control (“Force Majeure”). If such conditions continue for more than 30 Business Days, either party may terminate this Agreement with written notice.

Non-Disparagement

• Both parties agree not to make any statements or actions that could materially harm the other’s reputation.
• Prejudicial information must be removed immediately upon written request.
• Breach of this clause is a material breach, and the non-breaching party may seek injunctive relief.

Non-Solicitation

The Client agrees not to solicit or engage any Company staff (as employee or contractor) during the Agreement term or within 12 months after termination.

Intellectual Property

• The Client is responsible for ensuring they hold all appropriate rights to content provided to the Company.
• The Company may reject content it deems objectionable or infringing.
• The Client grants the Company a worldwide, perpetual, royalty-free, non-exclusive licence to use, cache, and publish the content.

You represent and warrant that:

• You have full rights to use and distribute the content;
• Content is truthful and non-defamatory;
• Use does not infringe third-party rights;
• You will not use the Services in any way outside this Agreement.

 
Liability Disclaimer:

• The Company does not warrant the ability to obtain trademark, copyright, or similar protection;
• The Company is not liable for any IPR infringement arising from your content or usage;
• All rights in materials produced under the Agreement remain with the Company.

Marketing Consent

Unless otherwise agreed in writing, the Client grants RepDefender a non-exclusive, royalty-free, revocable licence to use the Client’s name and logo solely for the purpose of identifying the Client as a customer of RepDefender in its marketing materials, including on its website, in presentations, pitch decks, and case studies.

The Client may withdraw this consent at any time by providing written notice to the Company, after which RepDefender will remove references in future materials within a reasonable period.

General

• The Client may not assign this Agreement without written Company consent.
• The Company may assign or novate the Agreement in connection with restructuring or sale.
• This Agreement constitutes the entire agreement and supersedes prior discussions or understandings.
• Amendments must be in writing and signed by authorised representatives.
• The Agreement is governed by the laws of Queensland, Australia.
• Failure to enforce any provision does not constitute a waiver.
• If any provision is held invalid, the rest of the Agreement remains in effect.
• This Agreement may be executed in counterparts (including electronically), which together form one instrument.

Content Removal Terms

These Terms apply to Clients who enter into an agreement with the Company for the provision of the Company’s Content Removal services.

These Terms:

• Provide for both Pay-Per-Removal and Removal Retainer services;
• Apply in addition to the Company’s General Terms of Business;
• Adopt definitions from the General Terms of Business.

Definitions

• Attempts: A single piece of Target Content made available to the Company to be targeted for removal.
• Content Removal: The Company’s proprietary content removal services as described in the Proposal and these Terms.
• Target Content: Online content (e.g., reviews, articles, search results, audio, video) identified and agreed upon by both parties as a removal target.
• Nominated Publisher(s): The specific website displaying the Target Content. For de-indexing services, this refers to the search engine (e.g., Google) displaying the content.
• Successful Removal: The removal (as defined in the Proposal) of the Target Content from the associated platform. This may include deletion, restriction, blocking, or any form of access prevention as determined by the Company.
• Submission: A correspondence instance between the Company and the Nominated Publisher.

Pay-Per-Removal Services

Terms of Service (Content Removal – PPR)

Fees

• Subject to the Proposal, the Client agrees to pay, and the Company agrees to provide, Content Removal services under these Terms and the Company’s General Terms of Business.
• The Company may require a deposit prior to commencement and will not begin services until all outstanding balances are cleared.
• The Company will notify the Client of each Successful Removal prior to charging the remaining balance, which will be processed through the stored or agreed payment method.
• If the Company cannot remove any Target Content within the agreed timeframe (default: 60 days), the deposit will be refunded in full. All other refund requests will be considered under the Company’s Refund Policy.
• The Client expressly waives any claim that they were responsible for the removal of the Target Content, including where:
• They contacted the author;
• They engaged another third party; or
• They sought legal advice or action independently.

Strategies

• The Company will employ its own strategies to perform Content Removal services and may or may not incorporate suggestions or materials from the Client.
• The Company is not obligated to accept or follow any Client direction, either before, during, or after service delivery, though it may consider such direction at its discretion.
• The Company makes no guarantee that any Target Content will be permanently or completely removed.
• The Company will not contact the author of the Target Content unless the Client provides written consent. The focus of Content Removal is communication with the Nominated Publisher(s).

Refunds & Guarantees

• Refunds will not be issued for deposits or payments where services have been rendered or are in progress. The Company may, at its sole discretion, offer credits or discounts but is only required to issue refunds as per Australian Consumer Law.
• If removed content is re-posted by one or more users, the Company may, at its discretion, attempt removal again at no cost or a reduced rate but is not obligated to do so.
• If any Submissions result in a Successful Removal after termination, the associated fees (as per the Fee Schedule) will still be payable.

Removal Retainer

Terms of Service (Content Removal – Removal Retainers) – Supply of Services

Fees

• Subject to the terms of the Proposal, the Company agrees to provide, and the Client agrees to pay the Fees for, the Removal Retainer services pursuant to these Terms.
• The Company requires an Initial Payment to be paid before commencing Removal Retainer services and will not proceed with supplying the Services until any outstanding balance is resolved. 

Strategies

• The Company will provide the Client with regular, scheduled updates on removals in the form of periodic progress reports regarding the project.
• The Company will implement its own strategies with supplying Removal Retainers Services, which may or may not utilize any external information provided by the Client.
• The Company is under no obligation, at any point before, during or after the supply of Services, to take instructions, directions or follow strategies laid out by the Client, however may take these into consideration at its full discretion.
• In supplying Removal Retainer services, the Company may require the Client to authorise one or more of the Company’s own accounts for the purposes of communicating with publishing platforms.

 
Refunds & Guarantees

• The Company will not directly contact the author(s) of Target Content, unless given written authorisation to do so by the Client. The Company warrants that the Removal Retainer services are primarily focused on communicating with the Nominated Publisher(s) regarding the removal of the content.
• The Company may, at its sole discretion, offer the Client a discounted rate for the Content Removal services. The Company may adjust, vary, or revoke any discount in the event some or all other Services are cancelled. Any discounts offered for other Services as part of a package that includes the Content Removal services, may be adjusted or revoked by the Company at their sole discretion at the time of any cancellation.
• If a Client has signed a Minimum-term Agreement, they must perform the full term of that Agreement. If they wish to cancel their agreement before the Minimum-term is complete, they are liable for the total cost of the remainder of the agreement, unless otherwise expressly agreed to in the Proposal.

Client Acknowledgements for Both Pay-Per-Removal and Removal Retainers

Terms of Service (Content Removal) – Client Acknowledgements

Removals & Fees

• The Client agrees that any Successful Removal during the agreed period shall be deemed to have been performed by the Company, and the associated Fees will be due in full.
• The Client waives any right to claim responsibility for the removal of the content, including cases where:
• They contacted the content author;
• Engaged third-party services;
• Instructed legal representatives to seek removal.
• If the Agreement is terminated, any holding deposit paid will be forfeited in accordance with the Proposal.
• The Company’s Content Removal services solely involve attempting removal from the Nominated Publisher(s). The Client will only be liable to pay for content that is successfully removed under this Agreement.

Strategies

• The Client authorises the Company to communicate directly, where applicable, with the Nominated Publishers responsible for displaying the Target Content.

Refunds & Guarantees

• The Company is not responsible if:
• The Target Content is re-posted to the same site;
• The content is uploaded elsewhere, within or beyond the term, and to sites not specified in the Agreement.

• The Company may require materials or information from the Client. If delays occur due to insufficient or slow communication, the guaranteed term for content removal may be reasonably extended.
• The Client understands that the Company cannot prevent users from publishing or re-publishing content, and provides no such guarantee.
• The Company does not guarantee removal of Target Content, whether in part or in full.

 
If the Client terminates the Content Removal services before the end of the agreed term:

• No refunds will be issued for any payments or deposits;
• The Client may still be liable for payment if any Target Content is removed after termination due to prior submissions.

• The Client acknowledges that Nominated Publishers may notify the original author as a result of the removal process, and this is beyond the Company’s control.
• The Client accepts that if the Target Content is edited and re-posted as a new instance after removal, the Company is not responsible.

Authorisation & Defaults

• Where services are part of a Removal Retainer, the Client authorises the Company to begin work on newly generated negative content on relevant publishing platforms.
• The Company is not obligated to perform more Attempts than outlined in the Proposal.
• If the Client defaults on payment, the Company may withhold further services until payment is resolved.
• In the case of non-payment, the Company reserves the right to attempt to reinstate the original Target Content on the relevant platform.
• The Company is under no obligation to resume or continue supplying services while the Client has an outstanding balance.

Client Portal Terms of Access

General

These Terms of Access (“Terms”) govern your (“User/you”) access to and use of the Company’s website at https://repdefender.com.au (“Client Portal”). By accessing and using the Client Portal, you agree to comply with these Terms.

These Terms apply in addition to the Company’s General Terms of Business. Definitions from the General Terms of Business are adopted herein.

Use of Client Portal

Eligibility

Use of Information

Consent to Use Information