Return and Refund Policy

Effective July 2018

BnBReviewDoctor Inc is a wholly owned subsidiary of the parent holding company BnBReviewDoctor Holdings Pty Ltd in United State. 

The terms and conditions of this Agreement will be deemed to be accepted by the Client when the Client makes an Initial Payment, provides an email notification indicating acceptance, electronic signature, checks a tick box on an electronic form or otherwise indicates their acceptance of the Proposal. 

Definitions

The following definitions shall apply to the Agreement:

Agreement means:

1. these General Terms of Business;
2. the Service Terms;
3. the Client Portal Terms of Access; and
4. the Proposal;

Business Day means a day that is not a Saturday, Sunday or public holiday in the State of Arizona, United States of America. 

Client Portal Terms of Access means the Client Portal Terms of Access for the Client Portal set out in Schedule 2;

Confidential Information means:

1. the terms of this Agreement, including any Proposal and their      respective subject matter, including Information submitted or disclosed by      either party during negotiations, discussions and meetings relating to      this Agreement;
2. Information that at the time of disclosure by a Disclosing Party is      identified to the Receiving Party as being confidential; and
3. all other Information belonging or relating to a Disclosing Party      that is not generally available to the public at the time of disclosure      other than by reason of a breach of this Agreement or which the Receiving      Party knows, or ought reasonably to be expected to know, is confidential      to that Disclosing Party; 

Controller means, in relation to a person:

1. a receiver, receiver and manager, administrator or liquidator      (whether provisional or otherwise) of that person or that person’s      property; or
2. anyone else who (whether or not as agent for the person) is in      possession, or has control, of that person’s property to enforce an      encumbrance;

Disclosing Party has the meaning given to the term in clause 13.1;

Fee means the fee for the Services, as specified in the Proposal;

Information means any information, whether oral, graphic, electronic, written or in any other form, including:

1. forms, memoranda, letters, specifications, processes, procedures,      statements, formulae, technology, inventions, trade secrets, research and      development information, know-how, designs, plans, photographs,      microfiche, business records, notes, accounting procedures or financial      information, sales and marketing information, names and details of      customers, suppliers and agents, employee details, reports, drawings and      data;
2. copies and extracts made of or from that information and data,      whether translated from the original form, recompiled, partially copied,      modified, updated or otherwise altered; and
3. 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.

Insolvent means, as defined in the Arizona Revised Statutes Title 47 Uniform Commercial Code § 47-1201, in relation to a party, any one or more of the following events or circumstances:

1. Having generally ceased to pay debts in the ordinary course of      business other than as a result of bona fide dispute;
2. Being unable to pay debts as they become due; or
3. Being insolvent within the meaning of federal bankruptcy law

Location means where the Target Content can be accessed online, as outlined in the Proposal;

Minimum-term Agreement means a contract to provide the Services for a minimum term, as set out in the Proposal;

party means a party to this Agreement; 

Proposal means any document or correspondence issued by the Company to the Client specifying the Services, the Fees and other particulars;

Receiving Party has the meaning given to the term in clause 13.1;

Relevant Party means an employee, agent, director, officer, contractor, affiliate or associate of the Company;

Service Date means the date which the Company begins working on the Services for the Client, irrespective of the date the Proposal is accepted;

Services means the Amplify, Content Removal, Reputation Management and/or Watchdog 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 client portal located at https://app.BnBReviewDoctor.com;

We/Us/Our/Company means BnBReviewDoctor Inc., any subsidiaries, parents, or agents.

You/Your/Client means the person or entity who engages the Company to provide the Services.

1. Supply of services

1.1 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.

1.2 Timeframes of Services are subject to change due to unforeseen events or circumstances beyond the Company’s control and any indication of timeframes for the delivery of Services are an estimate only.

1.3 We shall not be liable for any delay or failure to perform our obligations under this Agreement if it is due to termination of access or change to conditions of a Service by the end supplier or the Client.

1.4 The Company will take the steps it deems necessary and appropriate to perform the Services and achieve the outcomes set out in the Proposal. We have various means by which we will seek to achieve your desired outcomes, some of which may follow your suggestions and others that may use different strategies to achieve the outcome.

1.5 The Company may, at its discretion, provide certain information about the particulars of methods, strategies or submissions made to third parties while supplying the Services, but is under no obligation to provide to the Client anything that the Company considers commercially confidential intellectual property.

1.6 For the avoidance of doubt, the Company does not provide legal advice to the Client in the provision of the Services and the Client should obtain its own legal advice as required. 

2. Each Proposal constitutes separate Agreement 

2.1 The Client agrees that each Proposal, once accepted by the Client, is deemed to be a separate agreement and is deemed to incorporate these General Terms of Business and the applicable Service Terms, and once the Proposal is accepted, will be deemed to form an Agreement.

2.2.The Client may request additional work of the same or a similar nature as that in the Agreement, which will be deemed to fall under the initial Proposal.

2.3 Where the Client requests work that is not of the same or similar nature, this will constitute a separate Proposal to be negotiated between the Parties.

2.4 For the purposes of clause 2, work of a same or similar nature will be determined by the Company.

3. Priority of Agreement

Wherever there is any inconsistency between the provisions of this Agreement, the order of precedence of the interpretation will be as follows:

1. the Proposal;
2. the Service Terms; and
3. these General Terms of Business

and the document higher in the order will take precedence to the extent of any inconsistency.  

4.  Term

4.1 This Agreement commences on the Service Date and continues until:

1. the end of the Minimum-Term Agreement; 
2. it is terminated under clause 8; or
3. as documented in the Proposal.

4.2 Monthly contracts will continue on a monthly basis without notice.

4.3 Unless otherwise stated in the Proposal, a Minimum-Term Agreement will continue to operate on a month-by-month basis upon expiry of the initial Minimum Term, unless terminated in accordance with the Proposal, or clause 8 of these Terms.

5. Your obligations

5.1 You must:

1. respond promptly to our communications in relation to the Services;      and
2. provide accurate, complete and current information or documentation      reasonably required by us to perform the Services;
3. provide the Company with all assistance and co-operation in the      performance of this Agreement as reasonably required by the Company      including providing the Company with:
4. access to relevant personnel of the Client; and
5. all Information, software, systems, online accounts and      documentation as requested by, or as  otherwise necessary for, the      Company,

for the purposes of the Company performing its obligations under this Agreement.

5.2 You indemnify and release us from and against any and all liabilities incurred by us in connection with:

1. our use or reliance upon any images or trading names, or any data,      Information, specifications, documentation or other materials provided by      you;
2. any delay or failure in Services as a result of Your failure to      comply with this clause 3;
3. our compliance with any directions or instructions by you in      relation to the provision of the Services;
4. any breach of this Agreement; or
5. any damage to the reputation of the Company suffered as a      consequence of a breach of this Agreement, except to the extent that the      Company has contributed to the loss.

5.3 Except to the extent that we expressly agree to do so as part of a Service, you are exclusively responsible for conducting backups of any of your data (whether hosted on our computer systems or provided to us in connection with the performance of the Services) at such intervals as are reasonable having regard to the nature of the data.

6. Client acknowledgements

6.1 The Company is not responsible for any failure to perform any of its obligations under this Agreement where, in the reasonable opinion of the Company, such failure is caused or contributed to by the Client. 

6.2 The Client acknowledges that if the completion of the Services is delayed or is required to be altered as a result of the following:

1. if the Company suspends the provision of the Services in accordance      with its rights under this Agreement;
2. if the Company is required to provide the Services in circumstances      other than those expressly or reasonably anticipated in this Agreement or      stated in the relevant Proposal;
3. if there is a change in the timing or complexity of the      Services; 
4. any of the project assumptions or the scope relating to the      provision of the Services set out in the Proposal is incorrect, subject to      change or is altered, including during the course of the provision of the      Services; or
5. as a result of any act or omission by the Client, its agents,      contractors or suppliers, then the Client acknowledges and agrees that:
6. the dates for provision of the Services will be delayed or changed      as the Company reasonably considers necessary; and
7. the Company may need to increase the Fees relating to the provision      of any amended or revised Services which are required as a result of any      of the events listed in clauses (a) to clause (e) provided that the Client      consents to the increase in Fees. 

7. Fees and payment

7.1 You agree to pay us the Fees set out in the Proposal in consideration for the Services.  

7.2 Fees will be incurred as per the Fee Schedule defined in the Proposal, otherwise as outlined in the applicable Service Terms.

7.3 Unless otherwise agreed in writing or as set out in the Service Terms, payment of the Fees must be made by credit card (Visa, Mastercard or Amex) or direct debit from your nominated bank account. No Services will commence until the first payment is made or direct debit scheduled.

7.4 Unless otherwise instructed by you in writing, the Company will securely store your payment details from the deposit or first payment and use these to charge the balance of Fees for subsequent payments. 

7.5 Without prejudice to the Company’s other rights and remedies under this Agreement, if any Fees are not paid by their due date, we reserve the right to immediately suspend the Services until payment is made.

7.6 In the event of a failed direct debit payment, the Client agrees to allow to be debited from their account an administration fee of $10.00 by the 3rd party debit provider engaged by the Company (including any interest charged on overdue amounts, calculated at the rate referred to in Arizona Revised Statutes Title 44. Trade and Commerce § 44-1201. 

7.7 If we have taken action to recover overdue amounts from you, you are liable to pay any reasonable costs incurred by us in recovering the debt, including but not limited to any legal expenses and collection agency charges.

8. Termination  

8.1 Either party can terminate an Agreement on the terms specified in the Proposal, or if none are specified, on 30 days’ written notice. 

8.2 A non-defaulting party may terminate this Agreement immediately by notice in writing to the other party if the other party:

1. commits a material breach of its obligations under the Agreement      which cannot be remedied;
2. commits a material breach of its obligations under the Agreement      but fails to remedy that breach within 14 days of being required to do so      in writing by the non-defaulting party; or
3. is subject of an Insolvency Event.

8.3 The Company can terminate this Agreement immediately if the Client does not pay the Fees by the due date.

8.4 Upon termination of this Agreement, the Client must pay the Company any and all outstanding Fees within 7 days, which will become due and payable and any invoice provided for work completed but not invoiced before termination.

9. Warranties

9.1 To the extent permissible by law, nothing in this Agreement shall constitute an express or implied warranty or guarantee by either the Company or a Relevant Party:

1. concerning the results or success that may be obtained from the use      of the Services;
2. as to the accuracy, reliability or content of any information      provided through the Services, or, for the avoidance of doubt, any      information provided by us or a Relevant Party in any advice, report or      communication to you or any other party;
3. that the provision of the Services will result in an increased      amount of traffic or users to your business as well as sales; or
4. concerning any market conditions (whether favorable or not) that      may be in existence at the commencement of the Service will continue.

9.2 The Company warrants that it will use reasonable endeavors to provide the Services to a professional standard in accordance with accepted industry practice, using due skill and care and otherwise in accordance with this Agreement and any applicable laws.

9.3 You acknowledge that our Services may require us to use, interface with or input information into third party systems (including companies such as Google and Facebook) (“Third Party Platforms”).

9.4 We will not be liable for:

1. the extent that the Third-Party Platform is unable to provide its      services to you or us;
2. any changes in a Third-Party Platform’s algorithms; and
3. technical faults or crashes of a Third-Party Platform.

9.5 If you are not the Client, you warrant that you have the power and authority to enter into this Agreement on behalf of the Client and will indemnify us for any breach of the Agreement by the Client.

9.6 We do not warrant that the Services will be uninterrupted, timely, secure or error free, or that they will be free from hackers, virus, denial of service attack or other persons having unauthorized access to our services or those of our suppliers.

9.7 To the extent permitted by law, neither the Company nor any Relevant Party make any warranties relating to the subject matter of this Agreement, including warranties of merchantability or fitness for a particular purpose, or non-infringement for the Services.

9.8 All terms and warranties which might otherwise be implied by any legislation, the common law, equity, trade, custom or usage or otherwise into the Agreement, are expressly excluded to the maximum extent permitted by law.

9.9 If any goods or services supplied pursuant to this Agreement are supplied to you as a ‘consumer’ of goods or services within the meaning of that term in The Arizona Consumer Fraud Act (ACFA) you will have the benefit of certain non-excludable rights and remedies in respect of the products or services and nothing in these terms and conditions excludes or restricts or modifies any condition, warranty, right or remedy which is so conferred by the Acts.

9.10 However, if the goods or services are not ordinarily acquired for personal, domestic or household use or consumption, we limit our liability to:

1. in relation to goods – the replacement of the goods or the supply      of equivalent goods or payment of the cost of replacing the goods or      acquiring equivalent goods, or the repair of the goods or payment of the      cost of having the goods repaired; or
2. in relation to services – the supplying of the services again, or      the payment of the cost of having the services supplied again as in each      case we may elect.

10. Liability and Indemnity

10.1 You will indemnify and release the Company and all the Relevant Parties from and against any and all claims, damages, losses, liabilities, expenses (including but not limited to reasonable legal fees) relating to:

1. anything (including damage, injury and death) caused or contributed      to by the act, omission, negligence or default of the Client or the      Client’s employees, contractors or agents;
2. breach by the Client of any provision of this Agreement; and
3. infringement or alleged infringement of any intellectual property      by the Client or any third party arising out of the provision of the      Services.

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

1. faults or defects in any services provided by third parties in      connection with this Agreement;
2. any indirect, special or consequential loss or damage, any loss of      profit, revenue or business opportunities, loss of or damage to data or      loss of goodwill arising out of or in connection with the Agreement; and
3. any claim made six months or more after the circumstances giving      rise to the claim first became known by the claimant or could, with      reasonable diligence, have become known by the claimant.

10.3 The Company’s aggregate liability for any loss or damage in connection with the provision of the Services, which is not excluded or limited under this clause, is limited to the charges paid by you in respect of the Services for the preceding 12 months to any such claim.

11. Confidentiality

11.1 Each party (Receiving Party) receiving, possessing or otherwise acquiring Confidential Information of any other party (Disclosing Party) acknowledges that the Disclosing Party’s Confidential Information is the property of and confidential to or a trade secret of the Disclosing Party.  Subject to clause 12.2, the Receiving Party must:

1. keep the Disclosing Party’s Confidential Information confidential      and not directly or indirectly disclose, divulge or communicate that      Confidential Information to, or otherwise place that Confidential      Information at the disposal of, any other person without the prior written      approval of the Disclosing Party;
2. take all reasonable steps to secure and keep secure all Disclosing      Party’s Confidential Information coming into its possession or      control; 
3. not use the Disclosing Party’s Confidential Information for any      purpose except in relation to the performance by the Receiving Party of      its obligations under this Agreement; 
4. not disclose the Disclosing Party’s Confidential Information to      third parties or to such of the Receiving Party’s employees or      consultants, except as it necessary for the Receiving Party to perform its      obligations under this Agreement; and 
5. not memorise, use, modify, reverse engineer or make copies, notes      or records of the Disclosing Party’s Confidential Information for any      purpose other than in connection with the performance by the Receiving      Party of its obligations under this Agreement.

11.2 The obligations of confidentiality under clause 12.1 do not apply to any information that:

1. is generally available to the public (other than by reason of a      breach of this Agreement); 
2. is already in the possession of the Receiving Party at the time of      disclosure by the Disclosing Party as shown by the Receiving Party’s files      and records immediately prior to the time of disclosure;
3. is obtained by the Receiving Party from a third party without a      breach of such third party’s obligations of confidentiality;
4. is independently developed by the Receiving Party without use of or      reference to the Disclosing Party’s Confidential Information, as shown by      documents and other competent evidence in the receiving party’s      possession; or
5. is required to be disclosed by any applicable Law.

11.3 Nothing in this Agreement will prevent a party from using in any way it sees fit and disclosing to its other customers, clients and suppliers any generic knowledge, skills and expertise retained in the memories of its employees, and any programming tools, problem-solving methodologies and associated checklists, templates or forms developed in performance of the Services which may have general application in the fields of information technology and business management.  It is however understood that the foregoing shall in no circumstances extend to use or disclosure of Confidential Information of the other party.

11.4 The Company will store all Confidential Information provided to the Company by or on behalf of the Client for no longer than the period concluding 60 days after the expiration or termination of this Agreement. This clause does not apply to electronic communications between the Company and the Client, which may be securely stored but may not be destroyed upon the conclusion of this Agreement.