Terms & Conditions

To make it easier for you to understand the terms on which we provide our services, we’ve tried to keep these terms and conditions of use (Terms) as simple as possible by using plain English. When we talk about “Tradius”, “we,” “our,” or “us” in these Terms, we are referring to “Tradius” with ABN 82 164 749 786. Tradius is not owned by, or affiliated with, Google, Google Ads, or YouTube. When we talk about the “Services” in these Terms, we are referring to our Google Business Profile Management Services and any additional services we offer, as further described on our website available at https://tradius.com.au/. We’ve also used a few other capitalised words and phrases as shorthand to refer to recurring concepts. Each of these are defined in bold and in brackets after the concepts are first mentioned or are defined in clause 19 of these Terms.

(a) These Terms set out the terms and conditions that apply when you use the Services. (b) Please have a careful read through these Terms before using the Services. If you don’t agree to these Terms, please don’t use the Services. (c) We may modify these Terms from time to time. If you continue to use the Services after we modify our Terms, you’ll be taken to have agreed to the Terms as modified. (d) You agree not to use the Services in a manner that is illegal or fraudulent or facilitates illegal or fraudulent activity, and you must ensure that your employees, sub-contractors, and other agents who you have authorised to use the Services comply with these Terms.

(a) In order to use the Services, you will be required to sign up for an account with us (Tradius Account). (b) When you register for a Tradius Account, you must provide true, accurate and complete information as requested and keep this information up to date after registration. (c) You agree that you’re solely responsible for: (i) maintaining the confidentiality and security of your Tradius Account information and your password; and (ii) any activities and those of any third party that occur through your Tradius Account, whether those activities have been authorised by you or not. We won’t be responsible to you for, and expressly disclaim any liability for, any cost, loss, damages or expenses arising out of a failure by you to maintain the security of your Tradius Account information or your password.

3.1 ACCESS TO GOOGLE BUSINESS PROFILE (a) In order to sign up for a Tradius Account and use the Services: (i) if you have a Google Business Profile, you must provide us with management access to your Google Business Profile, which includes permission for us to make any necessary changes to your Google Business Profile for the purposes of providing the Services to you (Management Access) (in the event you do not have a Google Business Profile, clause 3.2 will apply); (ii) you must provide us with additional content in electronic format (Google Business Profile Content) for the purpose of completing your Google Business Profile and providing the Services to you; (iii) in the event you do not provide us with Google Business Profile Content in accordance with 3.1(a)(ii), you agree and authorise us to create additional content for you and use it on your Google Business Profile as we deem necessary for providing the Services to you; and (iv) you must provide us with any additional information or authorisations as reasonably required by us in order to provide the Services to you. (b) Access to your Google Business Profile is required for us to provide the Services to you. In the event you do not provide us with such access, Google Business Profile Content and/or authorisations in a timely fashion in accordance with clause 3.1(a), we will not (to the maximum extent permitted by law) be liable for any loss or damage suffered by you as a result, and you will not be entitled to any refunds. (c) By creating a Tradius Account or using our Services, you grant us permission to access and modify your Google Business Profile for the purposes of providing the Services to you. 3.2 SETTING UP A GOOGLE BUSINESS PROFILE (a) In the event you do not have a Google Business Profile at the time of signing up for a Tradius Account, we will assist you in setting up a Google Business Profile as soon as possible. (b) To set up a Google Business Profile, you are required to apply for and obtain a verification code, which Google will send to your business’s physical address. In our experience, this takes much longer than the 5-day timeframe stipulated by Google. (c) As soon as you receive such verification code, you must provide us with Management Access to your Google Business Profile. (d) You need a Google Business Profile for us to provide the Services to you. In the event you do not create a Google Business Profile in a timely fashion in accordance with this clause 3.2, we will not (to the maximum extent permitted by law) be liable for any loss or damage suffered by you as a result of such delays and/or breach, including if caused by a lack of communication from you or delays caused by Google, and you will not be entitled to any refunds. 3.3 ISSUES WITH YOUR GOOGLE BUSINESS PROFILE In the event you cannot access your Google Business Profile, or it is marked as “Duplicate” or “Suspended”, please notify us immediately, and we will contact Google Business Profile support directly on your behalf. While we will use our best efforts to resolve the issue (including, if applicable, assisting you with the submission of a Google Business Profile local business reinstatement request), we will not (to the maximum extent permitted by law) be liable for any loss or damage suffered by you as a result of lack of access to your Google Business Profile.

4.1 CITATIONS If “Citations” is included in the Services, the following will apply: (a) We will establish/claim, optimise, and manage online directory accounts on behalf of Client. (b) At a minimum, we will publish your business name, address, and phone number, and we may also include other information, such as your business’s bio, logo, operating hours, etc.; (c) The process of establishing effective citations for your business will take at least 90 days. Therefore, if you cancel your Tradius Account prior to this time, you acknowledge and agree we will not be able to deliver optimal results for you, and you will not be entitled to any refunds. 4.2 GOOGLE REVIEWS If “Google Review Management” is included in the Services, the following will apply: (a) We will provide you with tools to generate reviews on your Google Business Profile, which may include QR codes and/or SMS tools. (b) We will respond to all reviews on your Google Business Profile within 24 hours. (c) While we will use our best efforts to generate and manage your Google Reviews, we are not responsible for the content of any reviews posted to your Google Business Profile. (d) You acknowledge and agree that we are unable to delete or edit reviews on your Google Business Profile and that reviews may be rejected from publication by Google if they do not meet Google’s policies and guidelines. 4.3 SUPPORT SERVICES (a) We are available 9 AM - 5 PM (AEST) Monday to Friday to assist you in resolving technical issues that arise in relation to the Services, and we will use our best effort to help you resolve such issues. You must first endeavour to resolve any issues internally, and we will not assist with issues that are beyond our reasonable control. (b) You are responsible for all internal administration and managing access, including storing backup passwords and assisting your employees, subcontractors, and/or agents to access and use the Services.

We do not provide regular reporting as part of the Services; however, you can access performance metrics via Insights on Google Business Profile. Insights data includes views, searches, and actions on Google Maps and Google Search.

(a) We will make every effort to maintain consistency, minimise fluctuations, and achieve the best possible local rankings for your business. However, we do not guarantee any particular rate of return or performance of any Google Business Profile Management Services, including but not limited to any particular search engine results page/s or local rankings. (b) Due to the competitiveness of keywords/phrases, ongoing changes in search engine ranking algorithms, and other competitive factors, we do not guarantee positions or local rankings for any keyword, phrase, or search term. (c) Google has been known to hinder the rankings of new Google Business Profiles. We assume no liability for ranking/traffic/indexing issues related to new Google Business Profiles. (d) Occasionally, local rankings can drop for no apparent or predictable reason. Should local rankings drop while we are providing the Services to you, we will make every effort to improve and optimise your Google Business Profile based on the current policies. (e) Linking to or obtaining a link from any website can affect local rankings. We do not assume liability for your choice to link to or obtain a link from any particular website. (f) You acknowledge that the Services are dependent on services provided by third parties, such as Google Business Profiles. If Google makes any changes to the Google Business Profile product or removes Google Business Profile from their suite of products altogether, we will not (to the maximum extent permitted by law) be liable for any loss or damage suffered by you as a result, and you will not be entitled to any refunds. (g) We are not responsible for changes you or other third parties make to your Google Business Profile that adversely affect the local ranking of your Google Business Profile. (h) You acknowledge and agree that it is your responsibility to comply with applicable regulations relevant to your business, including industrial relations laws and privacy laws.

(a) You must pay a monthly fee to us, payable in advance. Your monthly fee will be equal to the amount set out on our website at the time you create a Tradius Account or as otherwise mutually agreed via email (Fees). We may also charge you a one-off set-up fee, which will be clearly set out on our website (Set-up Fee. (b) All Fees must be paid in advance and are non-refundable for change of mind. (c) Unless otherwise agreed in writing, the Fees are due and payable on a monthly basis until you cancel your Tradius Account in accordance with clause 15, with the first payment being due on the day you create a Tradius Account and the Set-up Fee, if applicable, being payable in full prior to onboarding/verification of your Google Business Profile. (d) Your Tradius Account will continue to renew on a monthly basis indefinitely, and you must pay all applicable Fees in respect of each monthly period unless you cancel your Tradius Account in accordance with clause 15. Otherwise, we will continue to debit the applicable Fees from your account each month. By choosing a recurring payment plan, you acknowledge that your Tradius Account has an initial and recurring payment feature, and you accept responsibility for all recurring charges prior to your cancellation of your Tradius Account. (e) We use third-party payment providers (Payment Providers) to collect Fees, currently ChargeBee and Stripe. The processing of payments by the Payment Provider will be, in addition to these Terms, subject to the terms, conditions, and privacy policies of the Payment Provider, and we are not liable for the security or performance of the Payment Provider. We reserve the right to correct, or to instruct our Payment Provider to correct, any errors or mistakes in collecting your payment. (f) Unless otherwise indicated, the Fees are GST-inclusive. (g) We reserve the right to charge credit card surcharges in the event payments are made using a credit, debit, or charge card (including Visa, MasterCard, or American Express). (h) We reserve the right, from time to time, to change the Fees. We will notify you in advance if we do this. (i) If Fees are not paid when they are due, we may suspend or revoke your Tradius Account and withhold delivery of Services until payment in full of all amounts due. Tradius will not (to the maximum extent permitted by law) be liable for any loss or damage suffered by you as a result of your failure to pay.

Except as otherwise set out on our website or required by law (including the Australian Consumer Law contained in the Competition and Consumer Act 2010 (Cth) (ACL), we generally don’t offer refunds, and any refunds we issue will be solely at our discretion. Please let us know if you have any issues with the Services that you think should entitle you to a refund, and we’ll consider your situation.

9.1 PRIVACY The parties agree to comply with their respective obligations under the Privacy Act 1988 (Cth) and our privacy policy, if applicable. 9.2 CONFIDENTIAL INFORMATION (a) Except as contemplated by these Terms, a party must not and must not permit any of its officers, employees, agents, contractors or related companies to use or to disclose to any person any Confidential Information disclosed to it by the other party without its prior written consent. (b) This clause does not apply to: (i) information which is generally available to the public (other than as a result of a breach of these terms or another obligation of confidence); (ii) information required to be disclosed by any law; or (iii) information disclosed by us to its subcontractors, outsourced workers, employees, cloud storage providers or agents for the purposes of performing the Services or its obligations under these Terms.

(a) Clause 11.1 applies to any content provided to us under this clause. (b) You must provide us with all documentation, information and assistance reasonably required by us to perform the Services. (c) You warrant that all information, documentation and other material you provide to us for the purpose of receiving the Services, including company information, marketing information, financial records, and commercial information, is complete, accurate, compliant with any applicable laws and industry regulations, and up-to-date. You release us from all liability in relation to any loss or damage arising out of or in connection with the Services, to the extent such loss or damage is caused or contributed to by information, documentation or any other material provided by you being incomplete, inaccurate or out-of-date. (d) You acknowledge and agree that most of the communication with you will be via WhatsApp Business. (e) To benefit from the Services, we will need you to provide us with certain content, which we will request from you providing the necessary background and reasons for such content. You must send us such content using WhatsApp Business or a different mutually agreed medium. Where you are providing us with photographs, illustrations, or other visual materials, they shall be of professional quality and in a form suitable for reproduction without further preparation or alteration.

11.1 YOUR CONTENT By providing us with Content, you represent and warrant that: (a) you are authorised to provide the Content; (b) the Content is free from any harmful, discriminatory, defamatory or maliciously false implications and does not contain any offensive or explicit material; (c) the Content does not infringe any Intellectual Property Rights; (d) the Content is accurate and true at the time it is provided; (e) any Content which is in the form of a review or feedback is honest, accurate and presents a fair view of the relevant person and/or your experience; (f) the Content does not contain any viruses or other harmful code, or otherwise compromise the security or integrity of any network or system; and (g) the Content does not breach or infringe any applicable laws, regulations or orders. 11.2 IP LICENCE You grant to Tradius (and its agents or service providers) a perpetual, irrevocable, transferable, worldwide, and royalty-free licence (including the right to sublicense) to use, copy, modify, reproduce and adapt any Intellectual Property Rights in Your IP and/or Content in order for Tradius to provide the Services to you. OUR IP (a) Unless we indicate otherwise, all materials used in the Services (including text, graphics, logos, icons, sound recordings and software) are subject to Intellectual Property Rights that are owned or licensed by us, and we retain ownership at all times of such materials. (b) You can only access and use these materials for the sole purpose of enabling you to use the Services, except to the extent permitted by law or where you have received prior written approval from us.

(a) By using the Services, you acknowledge and agree that third party terms & conditions (Third Party Terms) will apply, including Google’s Terms of Service, the Google Business Profile Additional Terms of Services and Google’s Business Profiles policies and guidelines. (b) You agree to adhere to all applicable Third Party Terms, and we will not be liable for any loss or damage suffered by you in connection with such Third Party Terms.

We do not accept responsibility for any unauthorised use, destruction, loss, damage, or alteration to your data or information (including Your IP and Content), your computer systems, mobile phones, or other electronic devices arising in connection with use of the Services.

(a) To the maximum extent permitted by applicable law, Tradius limits all liability to any person for loss or damage of any kind, however arising whether in contract, tort (including negligence), statute, equity, indemnity, or otherwise, arising from or relating in any way to the Services to the total fees paid to us by you under these Terms in the 1 month preceding the date of the event giving rise to the relevant liability (or, where there are multiple events, the date of the first such event). (b) You agree to indemnify Tradius and its employees, contractors, and agents in respect of all liability for loss, damage, or injury which may be suffered by any person arising from, or in connection with, you or your representatives use of the Services and/or breach of these Terms. (c) All express or implied representations and warranties given by us are, to the maximum extent permitted by applicable law, excluded. (d) Nothing in these Terms is intended to limit the operation of the ACL. Under the ACL, you may be entitled to certain remedies (such as a refund) if there is a failure with the services we provide. (e) To the maximum extent permitted by law, under no circumstances will we be liable for any incidental, special, or consequential loss or damages, or damages for loss of data, business, or business opportunity, goodwill, anticipated savings, profits, or revenue arising under or in connection with the Services, these Terms or their subject matter (except to the extent this liability cannot be excluded under the ACL.

15.1 CANCELLATION BY YOU You are responsible for the cancellation of your Tradius Account. You can cancel your Tradius Account at any time by notifying us in writing at least 7 days prior to the end of the month. If you provide us with less than 7 days’ notice, you will be charged for the following month and will not be refunded for any portion of that month. Please advise us if you would like to suspend rather than terminate your account, and we will consider your request in good faith. 15.2 CANCELLATION BY US (a) To the extent permitted by law, we reserve the right to terminate your access to any or all of the Services at any time without notice, for any reason, provided that we refund to you any Fees for Services which you have paid for and not received. (b) We may also terminate your access to any or all of the Services at any time without notice and without issuing a refund if you breach any provision of these Terms. 15.3 EFFECT OF CANCELLATION Upon termination of these Terms: (a) you must pay any outstanding Fees for Services provided (or that would have been provided but for the termination notice) up to the date of termination; (b) we will return all account details (login credentials etc.) and other data in our possession that is owned by you; (c) you must immediately cease using our Services and/or any of our intellectual property; (d) each party must immediately return to each other party, or (if requested by that party) destroy, any documents in its possession or control containing Confidential Information of the other party; (e) comply with all obligations that are by their nature intended to survive the end of this agreement.

Other than a claim for interlocutory relief, the parties must, without delay and in good faith, first attempt to resolve any dispute which arises out of or in connection with this agreement prior to commencing any legal proceedings.

A notice or other communication to a party under this agreement must be delivered via email to the other party at the email address specified in this agreement. The parties may update their Email Address by notice to the other party.

18.1 GOVERNING LAW AND JURISDICTION These Terms are governed by the law applying in New South Wales, Australia. Each party irrevocably submits to the exclusive jurisdiction of the courts of New South Wales, Australia and courts of appeal from them in respect of any proceedings arising out of or in connection with these Terms. Each party irrevocably waives any objection to the venue of any legal process on the basis that the process has been brought in an inconvenient forum. 18.2 WAIVER No party to these Terms may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver. 18.3 SEVERANCE Any of these Terms which is wholly or partially void or unenforceable is severed to the extent that it is void or unenforceable. The validity and enforceability of the remainder of these Terms is not limited or otherwise affected. 18.4 JOINT AND SEVERAL LIABILITY An obligation or a liability assumed by, or a right conferred on, two or more persons binds or benefits them jointly and severally. 18.5 ASSIGNMENT A party cannot assign, novate or otherwise transfer any of its rights or obligations under these Terms without the prior written consent of the other party. 18.6 COSTS Except as otherwise provided in these Terms, each party must pay its own costs and expenses in connection with negotiating, preparing, executing, and performing these Terms. 18.7 ENTIRE AGREEMENT These Terms embody the entire agreement between the parties and supersede any prior negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to the subject matter of these Terms. 18.8 INTERPRETATION (a) (singular and plural) words in the singular includes the plural (and vice versa); (b) (currency) a reference to $; or “dollar” is to Australian currency; (c) (person) a reference to “person” or “you” includes an individual, the estate of an individual, a corporation, an authority, an association, consortium or joint venture (whether incorporated or unincorporated), a partnership, a trust and any other entity; (d) (party) a reference to a party includes that party’s executors, administrators, successors and permitted assigns, including persons taking by way of novation and, in the case of a trustee, includes any substituted or additional trustee; (e) (this agreement) a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure is a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure to or of these Terms, and a reference to these Terms includes all schedules, exhibits, attachments and annexures to it; (f) (document) a reference to a document (including these Terms) is to that document as varied, novated, ratified or replaced from time to time; (g) (headings) headings and words in bold type are for convenience only and do not affect interpretation; (h) (includes) the word “includes” and similar words in any form is not a word of limitation; and (i) (adverse interpretation) no provision of these Terms will be interpreted adversely to a party because that party was responsible for the preparation of these Terms or that provision.

In these terms and conditions, the following words and phrases have the following meaning: Business Day: A day (other than a Saturday, Sunday or any other day which is a public holiday) on which banks are open for general business in Sydney. Confidential Information: Information of, or provided by, a party that is by its nature confidential information, is designated as confidential, or that the recipient of the information knows or ought to know is confidential (including all commercial information exchanged between the parties), but does not include information which is, or becomes, without a breach of confidentiality, public knowledge. Content: Any materials provided to us by you in relation to the Services, including Google Business Profile Content and any content provided to us under clause 9. Fees: The fees for the Services as stipulated when you created your Tradius account or as otherwise agreed with us in writing. Google Business Profile: Google’s product for businesses, currently called Google Business Profile and formerly called Google My Business, that allows businesses to manage how they appear on Google Maps and Google Search and also allows businesses to connect with customers, post updates, list products and services, and accept online orders etc. More information is available at https://www.google.com/business/. Intellectual Property Rights: All copyright, trade mark, design, patent, semiconductor and circuit layout rights, trade, business, company and domain names, confidential and other proprietary rights, and any other rights to registration of such rights whether created before or after the date of these Terms both in Australia and throughout the world. Your IP: All Intellectual Property Rights that are owned or licensed by you.