These are the Terms and Conditions on which ClickedOn (ABN 33 150 284 441) will carry out work for you. They will apply each time that you ask us to do work for you or carry out a Service. They set out our Services and what you can expect from us. Please read them carefully. It is a condition of your use of our Services that you comply with these Terms and Conditions. These Terms and Conditions are subject to change without notice and may be superseded.
You may engage us to carry out a Service for you by:
Unless ClickedOn notify you otherwise, ClickedOn will accept that engagement, subject to these Terms and Conditions.
The Service will commence in line with the Service schedule or when ClickedOn accept the engagement.
If ClickedOn provide you with a Pricing Structure for the Service, then that Pricing Structure:
You acknowledge that our services are subject to interruption and breakdown and all non-electronic services are subject to disruption, and therefore:
All Services will be carried out between 9:00 am and 5:00 pm (local office time), Monday to Friday excluding public holidays and the Christmas / New Year closure periods.
You must supply to us all required materials you want us to use in the Service, and all other content and materials ClickedOn reasonably request (Client Content) in a timely manner. You must supply all Client Content in the following digital format/s:
You warrant that the materials or content you provide to us, or that are provided to us on your behalf, will not: breach any rights (including Intellectual Property Rights or Moral Rights) of any third party; or compromise the security or operation of our computer systems, through a virus or otherwise.
If during the course of our engagement there are changes in the Specifications of the Service, the changes will be treated as a Variation. Where a Variation occurs ClickedOn reserves the right to halt work and review the Service costings. ClickedOn will discuss the Variation with you and where required will issue a Variation Notice which is to include the modifications to the Specifications and any associated costs. ClickedOn will not proceed with the Services until ClickedOn receive your written approval to proceed.
Examples of Variations include:
It is our process to include Service management time in all quotes, but from time to time ClickedOn are required to not only manage the ClickedOn team but also manage your team. This is generally not known at the time of quoting and may be treated as a Variation.
If during the course of our engagement there are small changes in the Service, ClickedOn will contact you and provide an estimate of the Additional Costs for these small changes. Where possible, ClickedOn will attempt to obtain approval from you prior to undertaking the additional work. However, in some cases due to deadline and availability constraints, this may not be possible and ClickedOn may proceed with the work without obtaining approval. Additional Costs will be invoiced separately to the Client on an ad hoc basis, charged at current Professional Hourly Rates. Examples of Additional Costs include:
You agree that once you have approved the list of key phrases for optimisation and use in the provision of the Services by ClickedOn, no changes can be made to that list during the duration of the Services.
Your approval and implementation may be required for a number of items (Approval & Implementation Item) presented to you:
When ClickedOn provide you with any Approval Item, you must notify us in writing whether you do or do not accept the completed Approval Item. You will be deemed to have accepted the Approval Item if ClickedOn do not receive a response from you, within 5 business days.
If ClickedOn consider it to be necessary, ClickedOn will develop a production schedule for the Services. ClickedOn will use reasonable commercial endeavours to carry out the Services in accordance with that schedule.
Our Search Engine Advertising Services may include:
Our Search Engine Advertising Services exclude:
Unless otherwise agreed, ClickedOn will utilise their professional account/s to engage the appropriate third-party provider e.g. Facebook or Google. The client acknowledges that ClickedOn sources suppliers and placements, but the terms and conditions of those placements are governed by the suppliers. You will provide the access to your social media accounts or permission for us to set up accounts on your behalf.
Our Display Advertising Services may include:
Our Display Advertising Services exclude:
Unless otherwise agreed, ClickedOn will utilise their professional account/s to engage the appropriate third-party provider e.g. Facebook or Google. The client acknowledges that ClickedOn source suppliers and placements, but the terms and conditions of those placements are governed by the suppliers. You will provide access to your social media accounts or permission for us to set up accounts on your behalf.
Our Social Media Advertising Services may include:
Our Social Media Advertising Services exclude:
Unless otherwise agreed, ClickedOn will utilise their professional account/s to engage the appropriate third-party provider e.g. Facebook or Google. The client acknowledges that ClickedOn source suppliers and placements, but the terms and conditions of those placements are governed by the suppliers. You will provide access to your social media accounts or permission for us to set up accounts on your behalf.
Our Strategy, Creative and Analytics services may include:
ClickedOn will endeavour to store or archive all electronic files used in the production of your Service. However, ClickedOn provide no guarantee that any stored or archived files can be retrieved in the future.Once your Service is launched, archiving of the files and database and copies of these files becomes the responsibility of the Client. ClickedOn can at the request of the Client provide this service for an Additional Cost.
Nothing in this Agreement excludes, restricts or modifies any right or remedy, or any guarantee, warranty or other term or condition implied or imposed by legislation which cannot be lawfully excluded or limited. Such legislation includes the Australian Consumer Law which contains guarantees that protect the purchasers of goods and services in certain circumstances, each a non-excludable provision.
Subject to ClickedOn’s obligations under the non-excludable provisions, and to the fullest extent permissible by law, ClickedOn expressly disclaims all warranties and representations of any kind with respect to the Services whether express, implied, statutory, or arising out of the course of performance, course of dealing or usage of trade including any warranties of merchantability, fitness for a particular purpose, satisfactory quality, accuracy, title or non-infringement.
To the fullest extent permissible by law, ClickedOn is not liable (whether in contract or tort) for:
To the fullest extent permissible by law, in no event will ClickedOn’s liability in contract, tort (including negligence and breach of statutory duty) or otherwise arising out of, or in connection with, this agreement exceed the amounts actually paid by the Client to ClickedOn for the Service; ClickedOn makes no warranties regarding the likelihood of success of marketing or promotional activity undertaken pursuant to the agreement. Without limiting the above, ClickedOn will use its reasonable endeavours to optimise the performance of your Digital Marketing Campaign, however, ClickedOn gives no warranties and makes no guarantees in respect of the performance of your Digital Marketing Campaign. You acknowledge that:
To the fullest extent permitted by law, the liability of ClickedOn for a breach of a non-excludable condition is limited to: in the case of the provision of services:
in relation to goods:
ClickedOn’s total aggregate liability for all claims relating to the agreement is limited to the price for the Services payable under this agreement. Either party’s liability for any claim relating to the agreement will be reduced to the extent to which the other party contributed to the damage arising from the claim.
You indemnify, defend and hold harmless ClickedOn in respect of all actions, claims, proceedings, demands, liabilities, losses, damages, expenses and costs (including legal fees on a full indemnity basis), in connection with any of the following:
You indemnify, and agree to keep ClickedOn, its directors, officers and employees indemnified, against all Loss arising from actions taken performing Services.
All Intellectual Property Rights in Service Intellectual Property vest in, or will upon their creation vest in ClickedOn. ClickedOn grant you a non-transferable, non-exclusive license to:
The supply of raw / editable files is at the discretion of ClickedOn. Additional Costs will apply and may be based upon a percentage of the original Pricing Structure, or a retrieval and release fee. Stock images and commercial fonts remain the property of ClickedOn, under license or its licensors at all times and are governed under licensing restrictions and rules and are not transferrable. All ad text, ad targeting, ad creative and all ad accounts remain ClickedOn’s; ClickedOn do not warrant that your use of the designs, materials or content produced by us for you in the course of the Service will not infringe any third-party’s Intellectual Property Rights or any person’s Moral Rights, but ClickedOn will advise you if ClickedOn become aware of any infringement. You agree to carry the ClickedOn logo or ClickedOn text hyperlink in or under the website footer. You agree to allow ClickedOn to use the Services provided for promotional and portfolio purposes. As part of the Services, ClickedOn may place your company logo and case study on its corporate website or promotional collateral for promotional purposes and you irrevocably authorise ClickedOn to do so. You agree to provide feedback or testimony upon request after the release/closure of the Service.
Each party agrees to keep confidential, and not to use or disclose except as permitted by these terms and conditions, any Confidential Information of the other party. The parties agree not to disclose these terms and conditions (including any schedules), or any details of a Purchase Order or Pricing Structure. This obligation of confidence extends to Confidential Information obtained by a party before entering into this agreement. Each Party shall refrain from making negative comments about the other Party, whether online or in person. The obligation of confidence as set out above does not apply to Confidential Information to the extent that is required to be disclosed by law or the rules of any stock exchange on which the recipient’s securities:
Each party must take all steps and do all such things as may be necessary, prudent or desirable in order to safeguard the confidentiality of the Confidential Information of the other party.
If the Fees are not specified (in a Purchase Order, Pricing Structure or otherwise) at the commencement of the Service, then ClickedOn will charge you at the Professional Hourly Rates for all work that ClickedOn carry out for you in the course of the Service. The Professional Hourly Rates may change from time to time. ClickedOn will perform the Services as specified in the Pricing Structure or as agreed in writing with the client, utilising the specified providers and/or platforms, for the specified term. ClickedOn reserve the right to reallocate approved pay per click budget between different approved marketing platforms (Google, Facebook/ Instagram or LinkedIn or strategies (demographic targeting / remarketing) based on the effectiveness of the Digital Marketing Campaign in order to maximise results. Refunds will not be issued for paused Digital Marketing Campaigns or overpayment, a credit note may be issued at ClickedOn’s discretion. Travel time is not included in our quotations as ClickedOn office is our preferred location as it is appropriately set up for meetings and presentations. If you would prefer meetings at your office or any other location additional fees may apply. ClickedOn reserves the right to charge Additional Costs caused by the Clients instructions, lack of instructions, interruptions, mistakes, work for which ClickedOn is not responsible and changes to the requirements, expectations or hardware and software environment, and extra work required caused by faults or defects in any service provided by a third party.
Payment for Digital Marketing Campaigns must be made by credit card (Visa, Mastercard, Amex) or automatic direct debit from your nominated bank account. Our payment terms are 100% monthly in advance, subsequent payments are due by the 20th of the preceding month. Digital Marketing Campaigns run for a discrete calendar month, Campaigns that start mid-month may have their monthly budget accelerated or stretched to be used by the end of that discrete calendar month in accordance with the Clients preference. Billing for
Digital Marketing Campaigns may not be paused during the Initial Term. The Term will automatically renew for subsequent periods of the same duration unless either party gives the other party written notice terminating the agreement 30 days prior to the expiration of the Term. In relation to our Services, ClickedOn may issue invoices for:
ClickedOn reserves the right to suspend all services provided to the client until any payment default is rectified under this Agreement.
Unless ClickedOn expressly state otherwise, the Fees and Additional Costs do not include GST.If at any time ClickedOn decide that GST is payable on supplies made by us, or if the Australian Taxation Office assesses GST on any such supplies, then the necessary amount will be added to, and form part of, the Fees or Additional Charges (as the case may be) at the GST rate prevailing at the relevant time. ClickedOn reserve the right to recover from you at any time such an amount on account of GST on supplies made by us to you under this agreement.
Upon execution by both parties this agreement will take effect: immediately and remain in effect until the purpose of the Service has been achieved.The term will automatically renew for subsequent periods of the same duration, unless either party gives the other party written notice terminating the agreement 30 days prior to the expiration of the term or both parties agree in writing to vary the Services provided. A party may terminate this agreement by notice in writing to the other party if:
ClickedOn reserves the right to refer the collection of any outstanding accounts to a debt collection agency without notice to you.ClickedOn reserves the right to record a credit default with a credit reporting agency.You agree to be liable for any recovery costs and expenses we incur as a result of the referral of the debt to a debt collection agency and furthermore you agree that section 27 (1) of the Debt Collectors (Field Agents and Collection Agents) Act 2014 (Qld) does not apply to our agreement.In the event that the collection of the debt is referred to our lawyers, you accept liability for and indemnify us for all of our legal costs on a solicitor-client basis.Interest on overdue invoices shall accrue daily from the date when payment becomes due until the date of payment at the rate of 2% per calendar month.
If a dispute arises out of or relates to this Agreement, a Party may not commence any court or arbitration proceedings relating to the dispute unless the Party has complied with this clause, except where the Party seeks urgent interlocutory relief. Where a Party fails to comply with this clause any other Party in dispute with the Party so failing to comply need not comply with this clause before referring the dispute to arbitration or commencing Court proceedings relating to that dispute.A Party claiming that a dispute to which this clause applies has arisen under this Agreement or in relation to this Agreement shall give written notice to each of the other Parties designating as its representative in negotiations relating to the dispute a person with authority to settle the dispute on its behalf. Each other Party given written notice shall promptly give notice in writing to each other Party designating as its representative in negotiations relating to the dispute a person with similar authority. ClickedOn may pause work to conduct whatever investigations deemed appropriate and, within 90 days of the given written notice, seek to resolve the dispute. If the dispute is not resolved within the following 90 days (or within such further period as the representatives may agree is appropriate), the Parties shall within a further 90 days (or within such further period as the representatives may agree is appropriate) seek to agree on:
After the expiration of the time established by or agreed upon under the Clause for agreement on a dispute resolution process, any Party which has complied with the provisions of Clause 27 and may in writing terminate the dispute resolution process provided for in those paragraphs and may then refer the dispute to arbitration or commence Court proceedings relating to the dispute.
Any notice given under this agreement must be in writing, and addressed to the other party’s contact persons as notified by the other party. This agreement does not create a relationship of employment, agency or partnership between the parties. ClickedOn may sub-contract our obligations under this agreement. ClickedOn may assign all or part of its rights or obligations under this agreement to a 3rd party, by supplying notice in writing to you. The failure of a party at any time to insist on performance by the other party of an obligation under this agreement is not a waiver of any of its rights. If part or all of any of the provisions of this agreement is illegal or unenforceable, it will be severed from this agreement, and will not affect the continued operation of the remaining provisions. The additional terms and conditions referred to sections 18, 19, 20, 21, and 22 do not apply to the extent that they:
This agreement is governed by the laws of Queensland and the Commonwealth of Australia. Each party irrevocably submits to the exclusive jurisdiction of the courts of Queensland and shall not:
This agreement is to be read subject to any legislation that prohibits or restricts the exclusion, restriction or modification of any implied warranties, conditions or obligations. If such legislation applies, to the extent possible, ClickedOn limits its liability in respect of any claim to, at ClickedOn’s option:
In this agreement:
DefinitionsAdditional Costs means all additional costs that ClickedOn are permitted to charge you under this agreement. Australian Consumer Law means Schedule 2 of the Competition and Consumer Act 2010 (Cth).ClickedOn, we, us or our means ClickedOn. ABN 33 150 284 441 of Suite 1/15 The Corso, Manly NSW 2095 Australia.Broken Links Usually occur when pages are renamed or removed from an existing or new website. Search engines look at the number of broken links when determining a website’s ranking, making regular cleanup necessary. The volume of work involved and frequency vary with each individual website. Therefore, clean up is not included in your SEO campaign. ClickedOn will do regular broken link checks and advise you of what broken links need to be cleaned up. Change of Strategy Mid-Campaign If you decide to change your keywords, ad text, ad targeting, ad creative within 3 months of commencement of the Online Advertising services or 12 months of the commencement of the Search Engine Optimisation services, you will be charged at our Professional Hourly Rate to make those changes.Claim means a demand, action or proceeding of any nature whether actual or threatened.Client, you or your means, in relation to any work that ClickedOn do for you:
Confidential Information of a party:
Consumer Guarantee means a consumer guarantee applicable to this agreement under the Australian Consumer Law, (including any ‘express warranty’ within the meaning of section 2(1) of the Australian Consumer Law).Copywriting & Content Generation All SEO campaigns include initial website copywriting and content generation as part of the ongoing article submission and Link Building strategy. If your advertising strategy requires additional copywriting and content generation in the form of blog articles, press releases or additional landing page or website content this can be produced at our Professional Hourly Rate.Digital Marketing Campaign is the execution of the Services combined with the strategy, keywords, ad text, ad targeting, ad creative as agreed between the client and ClickedOn.Fees means, in respect of a Service:(a) the Fees payable to us for the Service as set out in a Pricing Structure or Invoice or(b) if no Fees are specified, Fees for all work ClickedOn do in the course of the Service calculated.Finalisation means when the Service is handed over to you for your data entry and/or testing (not when the Service is launched).GST means a goods and services tax or similar tax levied in Australia.Insolvent in relation to a party, means that:
Intellectual Property Rights means all industrial and intellectual property rights anywhere in the world, including:
Keyword Recommendations ClickedOn will aim to find the most profitable keywords for your business. These keywords will have the right context, have significant demand, rank potential, and able to grow current organic visibility. Once these are agreed, we do not recommend a Change of Strategy Mid-Campaign. The movement of these keywords depends on a number of factors including the nature of the business, industry, search volume and search demand. Improvement comes gradually and it takes months of monitoring before we gauge keyword performance.Local SEO Report As part of the search engine optimisation Services and in accordance with ClickedOn’s discretion we will prepare a comprehensive report that details the recommended best practice changes to local directory listings that are necessary to improve the website’s rankings in the most popular search engines at that point in time. These practices will change from time to time as determined by the regularity of the search engines algorithm updates. ClickedOn will use its best endeavours to update and reissue the Local SEO Report as frequently as ClickedOn deems is necessary to reflect best practice local SEO practices.
Loss means:
Monthly Progress Report Every month, we will send a report which details the Digital Marketing Campaign’s progress and enquiry volume (where available). This is also the time when account managers schedule calls to clients to explain how the Digital Marketing Campaign is progressing and if there are recommended changes needed to be completed to further improve the Digital Marketing Campaign. Moral Rights are defined in section 189 of the Copyright Act 1968 (Cth), and includes any similar rights in any jurisdiction outside Australia. Online Advertising includes Search Engine Advertising, Display Advertising, & Social Media Advertising. Privacy Policy Before you can conduct search engine or social media advertising your website must have a privacy policy stating what you do to protect your visitors’ privacy and disclose the use of cookies on the site. We are unable to activate live search engine or social media advertising campaigns until your website has a compliant privacy policy. We can prepare one for you at our Professional Hourly Rate.
Pricing Structure means a proposal or fee estimate that ClickedOn provides you in respect of any work you have asked us to do. Professional Hourly Rate means the rate ClickedOn charges per hour for professional Services and is currently $160.00 + GST (subject to change).Purchase Order means a document issued (in writing or electronically) by us to you that sets out:
Schedule of Fees means the rates and packages attached to this document, and any replacement of that professional services schedule released from time to time.Service means, in relation to any work that ClickedOn do for you:
Service Intellectual Property means designs, artwork, software and materials provided to you in the course of the Service, and any other Intellectual Property Rights created in the course of the Service, but does not include:
Services means the Services that ClickedOn provide to you in the course of the Service. Specifications means specifications for the work that you have asked us to do, and that you provide to us before or at the commencement of the Service. Title Guarantee means a guarantee pursuant to any of sections 51, 52 or 53 of the Australian Consumer Law. Variation means changes to the Pricing Structure, Specifications as described in section 6 and elsewhere in this agreement. Variation Notice means is the written notification regarding the costs associated with Variations as described in section 6 and elsewhere in this agreement. Warranty is any fix required to a supplied ClickedOn Service within 28 days of Finalisation. The determination of warranty labour is at ClickedOn’s discretion. Website Maintenance & Security Updates A slow-loading, poorly working website will negatively affect the success of any Digital Marketing Campaign. If a search engine determines that a website has broken pages, spam or viruses, it would no longer list the website in search results. Search engines ensure that the links served at the top of search results are quality websites that visitors find helpful and relevant. Regular website maintenance and security updates must be done to keep your Digital Marketing Campaign working optimally. This includes checking the website’s back-end for any bugs and errors, monitoring search console, conducting link cleanup, security version updates and patches. The client’s website developer must ensure these tasks are completed regularly.