Choose the Terms & Conditions that apply to your project below
Website Development Terms & Conditions
1. Acceptance. A copy of these terms and conditions must be accepted and acceptance noted on the proposal by all new Clients at the time of submission of work to Treeti Business Consulting Pty Ltd, and/or Clickstarter Pty Ltd, indicating an agreement to and acceptance of these Terms and Conditions.
2. Charges. Charges for web development services to be provided by Treeti Business Consulting Pty Ltd, and/or Clickstarter Pty Ltd are defined in the project proposal or quote. All website design services require an advance payment of a minimum of 50% of the project proposal total when returning the signed agreement. The remaining 50 per cent of the project proposal total will be due immediately upon completion of the work, except in cases where a payment plan has been agreed upon. The fee will be for the agreed work outlined in our final proposal. The Client will be asked to approve the site plan, navigation, content and design at agreed stages. If, after such approval, the Client makes any changes to the website that affects the navigation of the site, the design or layout of individual pages Treeti Business Consulting Pty Ltd, and/or Clickstarter Pty Ltd reserves the right to charge our time at the rate of $180 including GST per hour.
3. Payment terms. Invoices will be provided by Treeti Business Consulting Pty Ltd, and/or Clickstarter Pty Ltd upon completion of the work and prior to any deposit due if requested. Final invoices are sent when the website has been completed and uploaded to the internet and are due within 14 days. Accounts that remain unpaid thirty (30) days after the date of the invoice will be placed in to a breach process where the client risks forfeiture of their website.
Accounts unpaid sixty (60) days after the date of invoice will be considered in default and as a result, Treeti Business Consulting Pty Ltd, and/or Clickstarter Pty Ltd at its discretion, may suspend the account causing temporary removal of the website. Removal of such does not relieve the Client of the obligation to pay any outstanding charges assessed to the Client’s account.
If a website development invoice remains unpaid 90 days after completion, then the site at Treeti Business Consulting Pty Ltd, and/or Clickstarter Pty Ltd’s discretion can be taken down, sold or taken over by Treeti Business Consulting Pty Ltd, and/or Clickstarter Pty Ltd to recuperate costs. Treeti Business Consulting Pty Ltd, and/or Clickstarter Pty Ltd may also choose to hand the debt over to a collection agency, and only after the website development is paid in full including any late fee amounts will the site be handed over to the Client.
If only hosting invoices remain unpaid for 6 or more months, and after reasonable negotiation with between Treeti Business Consulting Pty Ltd, and/or Clickstarter Pty Ltd and the Client, payment is still not forthcoming, then the debt will be handed to a collection agency and the site will be taken down. Only once paid will the site be handed over to the Client, and the Client will need to find alternate hosting.
4. Termination. Termination of services from Treeti Business Consulting Pty Ltd, and/or Clickstarter Pty Ltd by the Client must be requested in a written notice and will be effective on receipt of such notice. Notice of Request for change of hosting is required 1 month prior to hosting change. Hosting charges will end 1 month after notification of such. The Client agrees to be responsible for payment for design work completed to the date of first notice of cancellation for payment in full within thirty (30) days.
5. Legal Restrictions. Treeti Business Consulting Pty Ltd, and/or Clickstarter Pty Ltd’s services may be used for lawful purposes only. Submission, transmission, or maintenance of any information or materials in violation of any state or federal statutes and/or regulations is prohibited. This includes, but is not limited to, material legally judged to be threatening, racist, homophobic, transphobic, sexist or obscene. Treeti Business Consulting Pty Ltd, and/or Clickstarter Pty Ltd reserves the right to refuse service to the Client without providing reason or cause.
6. Copyright. All content supplied by the Client will be assumed third party copyright-free. Treeti Business Consulting Pty Ltd, and/or Clickstarter Pty Ltd cannot accept responsibility for any copyright issues arising from improper use of copyrighted images or content by our Client.
7. Standard Media Delivery. All websites employ responsive design and websites will be designed optimised for any screen resolution.
No site is guaranteed to be printable without a dedicated printable version of any specific page.
Unless otherwise specified in the project proposal, this Agreement assumes that all text will be provided by the Client in electronic format (text files or Email or MS Word document delivered via email) if Treeti Business Consulting Pty Ltd, and/or Clickstarter Pty Ltd is to insert web page content. In the case where a Content Management System (CMS) site is produced (such as WordPress, Wix, Duda, Squarespace, Joomla or Clickbuilder) Treeti Business Consulting Pty Ltd, and/or Clickstarter Pty Ltd will insert some of the page content for free, and the Client is to insert the rest, unless a data entry fee is negotiated, as specified in the project proposal. All graphics need to be provided electronically in .gif, .jpg, .png or .tiff format.
Additional (to proposal) expenses may be incurred for corrective work, conversion of media or outside facility charges. The scope of the work will be defined by the project proposal.
The proposal will clearly outline what is to be delivered. If any items are missing Treeti Business Consulting Pty Ltd, and/or Clickstarter Pty Ltd needs to be informed prior to signing these terms to enable supply of a new proposal with inclusion of missing items. The project proposal quoted amount will not cover any items that have not been specified or are missing from the proposal at the time of proposal acceptance.
Changes to Client’s business during project timeline which necessitate changes to already created work will incur an extra charge according to time spent at our current hourly rate of $180 per hour including GST.
8. Design Credit. Treeti Business Consulting Pty Ltd, and/or Clickstarter Pty Ltd reserves the right to include a discrete link back to www.Treeti Business Consulting Pty Ltd, and/or Clickstarter Pty Ltd.com.au from the Client’s website stating “Site by Treeti Business Consulting Pty Ltd, and/or Clickstarter Pty Ltd”. This design credit is to remain on the site unless the editing of the site has been taken over by another party and the design appearance of the site has changed by over 80% from its original look as provided and designed by Treeti Business Consulting Pty Ltd, and/or Clickstarter Pty Ltd. Treeti Business Consulting Pty Ltd, and/or Clickstarter Pty Ltd must be in acceptance of the removal and notified in event of its change so that the site can be removed from the portfolio on the Treeti Business Consulting Pty Ltd, and/or Clickstarter Pty Ltd Website. In cases where the site’s graphic design has been supplied by a third party, the designer will be credited, and the Treeti Business Consulting Pty Ltd, and/or Clickstarter Pty Ltd credit will state a similar message to “Site development by Treeti Business Consulting Pty Ltd, and/or Clickstarter Pty Ltd”.
9. Intellectual Property. The Client retains IP of the site. Unless design copyright is signed over to the Client, Treeti Business Consulting Pty Ltd, and/or Clickstarter Pty Ltd retains copyright of any design or coding that is created by Treeti Business Consulting Pty Ltd, and/or Clickstarter Pty Ltd, excluding elements formed directly from the Client’s logo or branding imagery or facets of their corporate identity. The Client can use and re-use the design elements created for the site in an unlimited fashion for the site and any other graphical online internet-displayed purposes only. Styles and designs created in the production of the website design may not be used in other material for the Client’s advertising unless permission is given by Treeti Business Consulting Pty Ltd, and/or Clickstarter Pty Ltd. An extra design fee will be due for the multiple use of design features.
The Client accepts that they do not have exclusive rights to any regenerative code used in the development of the website. The Client does not have any ownership of the code used in the site, they can not copy, modify, lease or sell the code without explicit permission. Sale of the website by the owner transfers the use of the site only but the copyright and ownership of the code used by the site remains with Treeti Business Consulting Pty Ltd, and/or Clickstarter Pty Ltd and/or partners/contractors.
The Client agrees to remove any reference to Treeti Business Consulting Pty Ltd, and/or Clickstarter Pty Ltd (including the link) should Treeti Business Consulting Pty Ltd, and/or Clickstarter Pty Ltd deem the site to no longer be representative of Treeti Business Consulting Pty Ltd, and/or Clickstarter Pty Ltd’s design style and quality.
10. Right To Pull. By signing this Agreement, the Client agrees to give Treeti Business Consulting Pty Ltd, and/or Clickstarter Pty Ltd access to the Client’s installed website, (FTP access) and further agrees that Treeti Business Consulting Pty Ltd, and/or Clickstarter Pty Ltd shall have the right to alter that site for failure to adhere to item 8 or 9 of these terms or remove from public posting for unresolved and continued failure to adhere to item 3.
11. Post-Placement Alterations. Treeti Business Consulting Pty Ltd, and/or Clickstarter Pty Ltd cannot accept responsibility for any alterations caused by a third party occurring to the Client’s pages once uploaded and live. Such alterations include, but are not limited to additions, modifications, or deletions. Treeti Business Consulting Pty Ltd, and/or Clickstarter Pty Ltd will try to assist with support to the lengths of our ability. However we cannot be responsible for mistakes or changes made to the site by others outside our control. We can, however, restore backups to a time before those changes were made.
12. Indemnity. The Client agrees to indemnify Treeti Business Consulting Pty Ltd, and/or Clickstarter Pty Ltd from any and all claims resulting from the Client’s use of Treeti Business Consulting Pty Ltd, and/or Clickstarter Pty Ltd’s services which cause damage to the Client or a third party, including but not limited to any direct, indirect or consequential damages, errors or omissions caused by any employee or director of Treeti Business Consulting Pty Ltd, and/or Clickstarter Pty Ltd, loss of data resulting from delays, non-delivery or interruption in service or for actions resulting from unauthorised hacking into any Website or online database created by us, or from the misuse of any content management system provided by us. The Client acknowledges and agrees that Treeti Business Consulting Pty Ltd, and/or Clickstarter Pty Ltd cannot guarantee the absence of service interruptions caused by Acts of God or other circumstances beyond the control of Treeti Business Consulting Pty Ltd, and/or Clickstarter Pty Ltd.
13. Hosting. Any website hosted by Treeti Business Consulting Pty Ltd, and/or Clickstarter Pty Ltd may never include third party software, or any open source web software or any off-the-shelf systems such as but not limited to WordPress, Joomla or other CMS suites. If any Client has FTP access to their site and uploads 3rd party software or any kind, Treeti Business Consulting Pty Ltd, and/or Clickstarter Pty Ltd reserves the right to instantly terminate their hosting account. This item is to guard against potential hacking of our hosting server. If you require systems such as these to be installed, please ask us to install it.
Hosting is billed annually unless otherwise arranged. Payment for the year is required within 2 weeks of issue of the invoice for that year. If a hosting account remains unpaid after 1 months from date of invoice, Treeti Business Consulting Pty Ltd, and/or Clickstarter Pty Ltd reserves the right to suspend the hosting account until payment is received.
14. General. These Terms and Conditions supersede all previous representations, understandings or agreements. There may be exceptions to these terms specifically outlined in the project proposal. The Client’s signature below constitutes agreement to and acceptance of these Terms and Conditions. Treeti Business Consulting Pty Ltd, and/or Clickstarter Pty Ltd reserves the right to change the terms and conditions of the acceptance of future orders for authoring and placement of the Client’s pages. These Terms and Conditions are not negotiable.
15. Governing Law. This Agreement shall be governed by the laws of the Northern Territory of Australia and the Commonwealth of Australia, which shall claim venue and jurisdiction for any legal motion or claim arising from this Agreement.
Search Engine Optimisation
Definition of Terms:
‘Agreement’ The Agreement entered into by the Company and Client, bounded by the Terms outlined below.
‘Campaign’ a series of operations intended to achieve a goal as set by the Client.
‘Client’ means person or organisation to which Xtreme provides services
‘CMS’ Content Management System. Allows access to update content and images on the website.
‘FTP’ File transfer protocol, this provides access to the websites core files in order to make technical changes to the site.
‘Search Engine Optimisation’ or ‘SEO’ is the process of improving volume or quality of traffic to a website from search engines through unpaid or “organic” search results.
‘Term’ the Term or ‘time-frame’ of the campaign outlined in the client agreement.
Payment is to be made monthly with one month in advance. Payment is non-refundable.
Additional labour carried out outside the scope of the campaign will be charged at Clickstarter’s standard hourly rate of $160 AUD/hr exl GST during standard business hours. You won’t be charged this without your agreement first.
Some directories may incur an additional fee. Additional fees will be at the cost of the client. Clients will only be submitted to directories upon client approval.
Campaign has a minimum 3 month term.
Campaign will not commence until
1) Google Analytics & CMS, cPanel, FTP access is provided (where they are required)
2) Setup & research stage payment is received in full
3) First months payment is received in full
Following completion of initial 3 month term, the campaign may be extended in quarterly blocks.
Client agrees to provide access to FTP, CMS, and Google Analytics or similar tracking software where required.
Clickstarter may request an official email address for use in communicating with third parties eg [email protected] Client agrees to provide this if requested.
Client provides Clickstarter permission to use logo, trademarks and website images for purposes of campaign.
Clients will retain all Intellectual Property held prior to entering agreement.
Client provides Clickstarter permission to make changes to website or 3rd party site eg Google MyBusiness, upon client approval of said changes.
Client provides Clickstarter permission to access Google Analytics data and to record this data for marketing purposes.
Clickstarter holds Public Liability & Professional Indemnity Insurance of up to $20,000,000.
The client acknowledges Clickstarter is not liable for consequential loss including; profits, revenue, and/or business opportunities.
The Client understands Month 1 will not yield any results as baseline report is carried out
The Client acknowledge results may be affected by the number of days in a calendar month – # days effecting may effect result
Understands SEO is a long-term strategy and that results are long term not immediate. Results may vary depending on the campaign and are not guaranteed.
The client understands that ongoing input is required at various stages throughout the campaign and lack of involvement or delayed responses could hinder overall results.
The client understands that their existing website and CMS may provide limitations to the type of work carried out on the campaign which may affect results.
Clickstarter will make recommendations to improve volume and/or quality of traffic to the Clients website from search engines.
Clickstarter will carry out these recommendations to the client’s website on the client’s behalf, following approval by the client.
Clickstarter will carry out changes to external sites where possible eg Google MyBusiness.
Clickstarter will not create social media posts on behalf of the client.
Under some circumstances, where stated in the quote, Clickstarter may write content, including but not limited to, blog posts, product write ups, etc.
Day to day communication will occur via email, with monthly in-person or video conference meetings and visual aids via online presence i.e. ‘Teamviewer’.
Face to face, meetings upon request will occur at Clickstarter offices.
The client acknowledges campaign success is largely dependent on search engines with criteria that are constantly evolving and changing. These changes are outside the control of Clickstarter; however, we will work with our clients to analyse these changes as opportunities to advance their SEO.
Clickstarter are not liable for third parties who may have an effect or impact on the website; this includes onsite or offsite parties such as Web Hosts & Developers.
Due to the nature of Search Engines, Clickstarter is not able to provide a guarantee of the level of results, or that the results will provide a substantial return on investment.
The parties agree not to disclose confidential information; except if permitted by law or as per prior agreement.
Clickstarter may use Client information for marketing purposes providing that it does not disclose the Clients identity, Intellectual Property or ‘Trade Secrets’.
This Agreement is subject to the jurisdiction of the Northern Territory of Australia and all parties irrevocably submit to the jurisdiction of the courts of the Northern Territory.
Social Media Marketing
TERMS AND CONDITIONS FOR THE SUPPLY OF SOCIAL MEDIA MARKETING SERVICES
1. DEFINITIONS AND INTERPRETATION
1.1. In these terms and conditions the following definitions apply unless otherwise stated:
‘Business Day’ means a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
‘Contract’ means the contract between the Company and the Client for the supply of Services governed by these Terms and the Order.
‘Client’ means the individual or business entity who purchases Services from the Company and whose details are set out in the Order.
‘Force Majeure Event’ means an event beyond the reasonable control of either party, including but not limited to strikes, lock-outs or other industrial disputes, failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm, cyclone or default of suppliers or subcontractors.
‘Group Company’ means a business which is a subsidiary or holding company of Clickstarter Australia.
‘Company’ means Clickstarter Australia, a business registered in Australia under Australian Business Number 30371085535 whose registered office is at: 9/83 Coonawarra Road, Winnellie, NT, 0820
‘Intellectual Property Rights’ means all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
‘Order’ means the order placed by the Client through online Paypal / Credit Card / Electronic Funds Transfer purchase or by email instruction that an order is to be placed. Together with these terms and conditions the order shall form a binding contract.
‘Quotation’ means the written quotation prepared by the Company which contains its proposals for providing Services to the Clients. Unless a bespoke quotation Is prepared, this quotation will be those services and prices displayed on the Company website and visible to the Client at the time of order.
‘Services’ means the services the Company will provide to the Client as specified in the Order and as revised on the Social-Hire website from time to time, as needed to comply with applicable laws or to more effectively produce business results for our clients.
‘Specification’ means the description or specification of the Services in the Order, which will usually be as displayed on the Company website and visible to the Client at the time of order.
‘Terms’ means these terms and conditions as updated from time to time by the Company.
‘GST’ means goods & services tax chargeable under Australia law and any similar additional tax payable on the services provided.
1.2. Where these Terms use words in their singular form, they shall also be read to include the plural form of the word and vice versa. Where these Conditions use words which denote a particular gender, they shall be also read to include all genders and vice versa.
1.3. The headings in this document are inserted for convenience only and shall not affect the construction or interpretation of these Terms.
1.4. A reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
2. TERMS AND CONDITIONS
2.1. These Terms shall apply to all agreements concluded between the Company and the Client to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice or in the course of dealings between the Company and the Client.
2.2. These Terms and the Order may only be varied by express written agreement between the Company and the Client.
3. THE CONTRACT
3.1. The Order constitutes an offer by the Client to purchase the Services in accordance with these Terms. The Client shall ensure that the terms of the Order and any relevant Specification are complete and accurate.
3.2. The Order shall only be deemed to be accepted when the Company issues a written acceptance of the Order, or when the Company has started to provide the Services having received the Order, whichever happens first, at which point the Contract shall come into existence. The company will be deemed to have started providing the Services on such date as the kick-off call or kick-off meeting with the client took place.
3.3. The Contract constitutes the entire agreement between the Company to provide the Services to the Client and for the Client to purchase those Services, in accordance with these Terms.
3.4. The Client acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Company which is not set out in the Contract. Any samples, drawings, descriptive matter, or advertising issued by the Company and any descriptions or illustrations contained in the Company’s brochures, website or advertisements are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or any other contract between the Company and the Client for the supply of Services.
3.5. A Quotation for the supply of Services given by the Company shall not constitute an offer. A Quotation shall only be valid for a period of 30 Days from its date of issue.
4. COMPANY OBLIGATIONS AND WARRANTIES
4.1. The Company warrants that it will provide the Services as stipulated in the Order using reasonable care and skill to conform in all material respects with the Specification.
4.2. The Company shall use all reasonable endeavours to meet any performance dates specified in the Order but any such dates shall be estimates only and time shall not be of the essence for the provision of the Services. The Company shall not be liable for any delay in delivery of the Services caused by a Force Majeure event or the Client’s failure to provide the Company with adequate delivery instructions or any other instructions relevant to the supply of the Services.
4.3. The Company shall have the right to make any changes to the Services which are necessary to comply with any applicable law.
4.4. The Company shall be entitled to use a Group Company, subcontractors or other third party services for the provision of the Services provided always that the Company shall remain liable to the Client for the performance of the Services as if it had carried them out itself.
5. CLIENT’S OBLIGATIONS AND INDEMNITIES
5.1. The Client shall provide assistance and technical information to the Company, as reasonably required by the Company in sufficient time to facilitate the execution of an Order in accordance with any estimated delivery dates or milestones. The Client shall have sole responsibility for ensuring the accuracy of all information provided to the Company and warrants and undertakes to the Company that the Client’s employees assisting in the execution of an Order have the necessary skills and authority.
5.2. The Client shall be obliged as quickly as possible and within the agreed deadline to comment on and or approve materials provided under the Services, including (without limitation) profile copy, target website readerships and graphic material submitted by the Company. In addition, the Client shall be obliged as quickly as possible and within the agreed deadline to implement changes on websites, in IT systems or where it may otherwise be required by the Company.
5.3. The Client shall be obliged to inform the Company immediately of changes of domain names, websites, passwords, technical setup and any other material information regarding the technical infrastructure which may affect the Services delivered by the Company.
5.4. In the event that the Client fails to undertake those acts or provide those materials required under this clause 5 within any agreed deadline (and at least within 15 Business Days of the date requested by the Company) the Company shall be entitled to invoice for the Services that it has supplied and the remaining Services specified in the Order whether or not the Company has been able to deliver them.
5.5. The Client shall indemnify and keep the Company indemnified fully against all liabilities, costs and expenses whatsoever and howsoever incurred by the Company in respect of any third parties as a result of the provision of the Services in accordance with the Order, Specification, or the content of the Client’s advertising or web pages which result in claims or proceedings against the Company for infringement of any Intellectual Property Rights or other proprietary rights of third parties, or for breach of confidentiality or contract or for defamation.
5.6. The Client undertakes to comply with all applicable rules, regulations, codes of practice and laws relating to its use of the Services, including without limitation its obligations under the Data Protection Act 1998 and the GDPR and hereby agrees to indemnify and to keep the Company indemnified in respect of any and all costs, claims or proceedings whatsoever brought against the Company by any third party in connection with any breach of the same by the Client.
5.7. The Company require that prior notice be given for any alterations relating to the Client’s social media profile(s) that may affect the services supplied by the Company. If alterations are made by the Client or a third party to the Client’s profile(s) then performance and brand integrity may be affected and the Company cannot be held responsible.
6.1. Unless otherwise expressly stated, all prices shall be in Australian Dollars (AUD) and shall be exclusive of GST and other duties. In the event that duties are introduced or changed after the conclusion of an Order, the Company shall be entitled to adjust the agreed prices accordingly.
6.2. The Client acknowledges that certain Services may involve the licensing of third party Intellectual Property Rights and that the Client may be required to enter into a licence directly with such third party. Unless otherwise expressly stated, all prices shall be exclusive of costs for the acquisition of Intellectual Property Rights for materials to be included in marketing materials, including if relevant (but without limitation) pictures and licences from third party owners and licensors.
6.3.a All Social Media Packages are provided on a monthly subscription basis and the Client acknowledges that subscriptions will be automatically renewed by the Company at the end of each stated term in each quote to avoid any interruption to service. The Client may terminate its subscription to the Services in writing giving no less than 10 business days’ notice of the termination. Services will continue to be provided until such time as the existing service subscription has been provided in full to the Client (ie. until the end of the month or year for which the services have already been invoiced or been pre-paid by the client). Social Media Packages are currently offered with a minimum six month term – the right to terminate services only comes into effect once this minimum term has been completed.
6.3.b All Lead Generation Packages are provided on a recurring monthly subscription basis and the Client acknowledges that subscriptions will be automatically renewed by the Company at the end of each term to avoid any interruption to service. The Client may terminate its subscription to the Services in writing giving no less than 5 business days’ notice of the termination. Services will continue to be provided until such time as the existing service subscription has been provided in full to the Client (ie. until the end of the month for which the services have already been pre-paid by the client). Some Lead Generation services include a guaranteed minimum lead volume per month – which will be the number of people who fill out a lead form exclusively for the client. Where such guarantees are applicable, Social Hire will provide to you in writing the applicable guaranteed minimum lead volume per month when service provision commences. Any variance in this monthly guaranteed lead volume will be communicated to the client in writing by Social Hire.
6.4. The Company may from time to time offer discounts for payment by certain preferred payment methods and / or within certain timeframes, as stipulated by the Company in its Quotation. Failure by the Client to make payment via the prescribed payment method and within the prescribed timeframes will result in forfeiture of the discount and the Client will become liable to paying the ongoing and outstanding subscription at the full rate.
6.5. The Company may from time to time offer referral commissions to partners who introduce new clients to the company. Referral commissions will only be payable on new clients who buy subscriptions on which no other referral partners are due a commission. Referral partners are responsible for introducing clients who are financially robust and who will make payment on their subscriptions in a timely and reliable manner. Commissions will only be payable to referral partners when the clients they have introduced all have no outstanding invoices to be paid. Should any client fail to make payment via the prescribed payment method and within the prescribed timeframes at any point then the commissions that would have been payable to the referral partner for all their referred clients shall first be used to make payment on that outstanding debt to the Company. If late payment is subsequently secured from the client then the referral fees balance shall be adjusted accordingly to reflect the fact that a commission would then be due. In the event that more than one referral partner believes they have introduced the new client, the Company will decide at its absolute discretion which one of the referral partners has been most instrumental in securing that new client and therefore will be paid the commission.
6.6. In the event that the Client places demands on the time and resources of the Company that fall outside the agreed package, the Company shall charge AUD1440 per day for the time of any Company Director and AUD640 per day for the time of any Social Media employee for the fulfilment of all such requests, plus any additional expenses incurred in the fulfilment of such requests. These charges will not be applied before written notification is provided of them being applicable, and The Client agreeing to them.
7.1. The Company shall invoice for services monthly or annually in advance of services being delivered. Where the order is placed via Paypal or with a Credit Card, payment shall automatically be taken on the date of each subscription renewal. Where the Company agrees to payment via invoice, invoices shall be issued on the date of each subscription renewal for an amount not less than the amount quoted and agreed to in this quotation (excl. GST).
7.2. The Client shall pay each invoice submitted by the Company within the shorter of 14 days or 10 Business Days of the date of the invoice and in cleared funds in accordance with clause 7.3 below. The invoice number shall be stated on all payments and payment by Osko, PayID, Credit Card and Bank Transfer are accepted.
7.3. The Client shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and the Client shall not be entitled to assert any credit, set-off or counterclaim against the Company in order to justify withholding payment of any such amount in whole or in part. The Company may, without limiting its other rights or remedies, set off any amount owing to it by the Client against any amount payable by the Company to the Client.
7.4. In the event of overdue payment, interest shall accrue on the invoice amount at the statutory rate prescribed by the Late Payment of Commercial Debts (Interest) Act 1998 or at the rate of 2 per cent over the base rate of Barclays Bank Plc (whichever should be the higher). At the Company’s discretion, a fee of £10 (to cover administrative expenses and not as a penalty) shall be charged per reminder for overdue payment submitted to the Client. The Company shall be entitled to submit such reminders on a weekly basis once the fees have become overdue. The Company expressly reserves all rights at all times to bring any legal action it considers appropriate to recover any unpaid sums.
7.5. Late payment shall be considered as constituting a material breach of the Contract entitling the Company (at its discretion) to cancel the Contract or to affirm the Contract and assert the usual remedies for breach.
7.6. In the event that the Services cannot be delivered either in full or in part due to the Client’s failure to assist or delay in assisting in the execution of the Order, the Company shall be entitled to charge to the Client the subscription, corresponding to the amount that would have been due had the Services been rendered in accordance with the Order.
8. DELAYS AND COMPLAINTS
8.1. In the event that the Client proves that the Services are delayed or not in accordance with the Contract, the Company shall be obliged to remedy or redeliver, at its own discretion, without undue delay. In the event that the Services continue to be not in accordance with the Contract after reasonable attempts have been made to remedy this, the Client shall be entitled to cancel the Order in accordance with clause 13.2 a), provided that the breach is material.
8.2. Complaints concerning delays or breach of Contract shall be submitted immediately after the time when the Client became or should have become aware of the matter. If the Client fails to bring the defect (unless by its very nature it is impossible to ascertain within such a period) to the attention of the Company within 48 hours the Client shall be deemed to have accepted the Services and shall not be entitled to assert remedies based on delays or breach of Contract.
8.3. The Client hereby acknowledges that certain Services rely upon goods and/or services being provided by third parties (‘Third Party Services’). The Client acknowledges that the Third Party Services will be governed by that third parties’ terms and conditions and that the Company cannot provide any warranties in respect of the Third Party’s Services and will not be liable to the Client for any delays and/or failings in respect of the same.
8.4. The Company’s only responsibility in respect of the Third Party Services is to take reasonable care and skill when selecting the providers of the same.
8.5. The Client’s exclusive remedies for late delivery or Services not conforming with the Contract are as specified in this clause 8 and, if the remedies set out in these Terms have been exhausted, the Client’s final remedy is limited to cancellation of the Contract and the Company’s sole liability is to refund any payments for Services not conforming with the Contract, subject to the limitations set out in clause 9 below.
9.1. Except as expressly stated in this Clause 9, the Company shall have no liability to the Client for any loss or damage whatsoever arising from or in connection with the provision of the Services or for any claim made against the Client by any third party.
9.2. Without prejudice to the generality of Clause 9.1 above, the Company shall have no liability for any losses or damages which may be suffered by the Client whether the same are suffered directly or indirectly or are immediate or consequential which fall into the following categories:
a) Any indirect or consequential loss arising under or in relation to the Contract even though the Company was aware of the circumstances in which such loss could arise;
b) Loss of profits; loss of anticipated savings; loss of business opportunity or goodwill;
c) Loss of data; Loss of search engine rankings; Loss of website traffic; Loss of followers; Loss of access to social media profiles
9.3. To the extent such liability is not excluded by sub-clauses 9.1, 9.2 and clause 10 below, the Company’s total liability (whether in contract, tort (including negligence or otherwise)) under or in connection with the Contract or based on any claim for indemnity or contribution (including for damage to tangible property) or otherwise will not in any event exceed the total sum invoiced for the Services.
10. OTHER LIMITATIONS OF LIABILITY
10.1. The Company shall not be liable for downtimes, interference in the form of hacking, virus, disruptions, interruptions, faulty third-party software, search engines or websites on which a service is dependent or other deliveries from a third party. The Company shall use its reasonable efforts to assist in remedial efforts if so requested by the Client. Any work connected with remedial efforts as described above shall be charged to the Client separately in accordance with these Terms or (at the Company’s discretion) the Company’s price list applicable from time to time.
10.2. The Company shall not be liable for any changes made without notice by the Client or a third party employed by the Client to domain names, websites, content, links, technical setup etc. and affecting the Services delivered by the Company. Preceding or subsequent work connected with any adjustments required as a result of such changes shall be charged to the Client in accordance with these Terms or on the basis of the Company’s price list applicable from time to time at the Company’s discretion.
10.3. The Company shall use all reasonable endeavours to deliver Services relating to social media marketing, content sharing, blogging and user engagement in accordance with the guidelines applicable to the relevant websites and social media platforms. However, the Company shall not be liable for delays or deteriorating performance due to changes made to standard terms, algorithms, account functionality, account availability, search results, viewing policy, prices or other matters beyond the Company’s control and reserves the right to make changes to Services as a result of the same. In addition, the Company shall not be liable for other changes or discontinuation of social media platforms’ services or third party services.
10.4. The Company shall not be liable for Services lead to a certain volume of traffic, number of clicks, likes, follows, registrations, purchases or the like.
10.5. The Company shall not be responsible for profiles or their content streams dropped or excluded by a search engine or social media site for any reason.
10.6. If the Client does not implement some or all of the Company’s recommendations, the Company shall not bear any liability for any lack of success experienced by the Client relating to the Services.
11. INTELLECTUAL PROPERTY RIGHTS
11.1. It is the responsibility of the Client to ensure that they have the right to use any Intellectual Property Rights when they provide any text, image or representation (“Materials”) to the Company for incorporation into the Services and the Client hereby grants or agrees to procure the grant of (as applicable) an irrevocable licence to the Company to use such Materials for the purposes of providing the Services for the duration of the Contract.
11.2. The Client shall be responsible for ensuring that the contents of Materials which the Client has contributed or approved are not in contravention of legislation, decency, marketing rules or any other third-party rights. The Company shall be entitled to reject and delete such material without incurring any liability. In addition, the Company shall be entitled to cancel the Order.
11.3. The Client shall indemnify the Company against all damages, losses and expenses suffered or incurred by the Company as a result of the Materials which the Client has contributed or approved being in contravention of legislation, decency, marketing rules or any action that any such Materials infringe any Intellectual Property Rights of a third party.
11.4. The parties shall be obliged to notify the other party without undue delay of any claims raised against a party as described above.
11.5. Unless expressly stated otherwise in these Terms or in an Order, the Intellectual Property Rights created, developed, subsisting or used in connection with the Services and whether in existence at the date hereof or created in the future shall vest in and be the property of the Company or the relevant third party from whom the Company has acquired a right of use with a view to executing the Order. The Client agrees to execute and deliver such documents and perform such acts as may be necessary from time to time to ensure such Intellectual Property Rights rest in the Company.
11.6. The Intellectual Property Rights as mentioned in Clause 11.2 shall not be used, assigned, distributed, copied, forwarded to online or offline activities by the Client without a separate, express written agreement.
11.7. If the Company makes software subscriptions, processes or content available to the Client as part of the execution of an Order, the Client shall only acquire a non-exclusive personal non-transferable license to use such material until the Services under this agreement cease.
11.8. The Client hereby irrevocably licenses the Company to use and display the Client’s name, figure, logo etc. as a reference on the Company’s website, other marketing materials or types of media whilst they are a Client of the Company and for 24 months after the Contract terminates. The Client agrees to send the Company its most recent logo or figure as and when it is amended from time to time.
12. CONFIDENTIALITY AND PERSONAL DATA
12.1. A party (Receiving Party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Receiving Party by the other party (Disclosing Party), its employees, agents or subcontractors, and any other confidential information concerning the Disclosing Party’s business or its products or its services which the Receiving Party may obtain. The Receiving Party shall restrict disclosure of such confidential information to such of its employees, agents or subcontractors as need to know it for the purpose of discharging the Receiving Party’s obligations under the Contract, and shall ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the Receiving Party. This clause shall survive termination of the Contract.
12.2. During the term of the Contract and for a period ending 5 years from the date of its conclusion, the Company shall take the same care as the Company uses with its own confidential information, to avoid, without the Client’s consent, the disclosure to any third party (except a subcontractor working on the Services who is subject to similar undertakings of confidentiality) of any of the Client’s business or operational information which the Client has designated as confidential.
12.3. The obligation in Clause 12.2 shall not apply to any information which is or becomes publicly available otherwise than through a breach of this agreement, is already or rightly comes into the Company’s possession without an accompanying obligation of confidence, is independently developed by the Company, or which the Company is required to disclose by law.
12.4. During the term of the Contract and for a period ending 5 years from termination thereof, the Client will not disclose to any persons within its organisation that do not have a need to know, or to any third party, any information and non Client materials provided by the Company concerning the method or approach the Company uses in providing the Services.
12.5. Each party agrees to comply with its respective obligations under the Spam Act (2003) and The Privacy Act (1988) and the associated National Privacy Principles.
12.6. The Client shall be obliged to indemnify the Company for any loss, including costs incidental to legal proceedings, suffered by the Company as a result of the processing of personal data which the Client has contributed being in contravention of the Data Protection Act 1998 or any other law. The parties shall be obliged to notify the other party without undue delay of any claims raised against a party as described in the present clause.
13. TERM, TERMINATION AND ASSIGNMENT
13.1. The Contract shall renew automatically for a further term (of either one month or one year depending on the subscription option chosen) at the end of each completed subscription term unless and until either party notifies the other of its wish to terminate the Contract at the expiry of the current subscription term by giving the other party at least 10 business days’ written notice to expire at the end of the current subscription term. Services will continue to be provided until such time as the existing service subscription has been provided in full to the Client (ie. until the end of the month or year for which the services have already been invoiced or been pre-paid by the client). Social Media Packages are currently offered with a minimum three month term – the right to terminate services only comes into effect once this minimum term has been completed. Lead Generation Packages are offered as monthly agreements with no minimum term and automatic monthly renewals can be cancelled at any time by giving 5 business days’ written notice to expire at the end of the current subscription term.
13.2. Without limiting its other rights or remedies, each party may terminate the Contract with immediate effect by giving written notice to the other party if the other party:
a) commits a material breach of the Contract and (if such breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach; or
b) becomes or is insolvent or is unable to pay its debts (within the meaning of the Insolvency Act 1986) or (except for the purposes of a genuine amalgamation or reconstruction) a petition is presented or meeting convened or resolution passed for winding up the defaulting party or the defaulting party enters into liquidation whether compulsorily or voluntarily or compounds with its creditors generally or has a receiver, administrator, or administrative receiver appointed over all or any part of its assets or the defaulting party ceases to carry on all or a substantial part of its business.
13.3. The Company shall, in addition to all other rights and remedies under these Terms be entitled to terminate this Contract without notice in the event that any of its charges for the Services are not paid in accordance with these Terms.
13.4. Upon termination, for whatever reason, the parties shall be obliged to return all materials received from the other pursuant to the Contract without undue delay and the Client shall cease to use any content, subscriptions, processes or codes provided during the provision of the service. If the Client fails to do so, the Company shall be entitled to invoice the Client in line with its then current terms and conditions for subsequent Services without such invoicing amounting to a waiver of the Company’s right to terminate the Contract.
13.5. The Client shall not be permitted to assign or transfer all or any part of its rights or obligations under the Contract and these Terms without the prior written consent of the Company.
13.6. The Company shall be entitled to assign or subcontract any of its rights or obligations under the Contract and these Terms and the Client acknowledges that certain elements of the Services will be provided by third parties.