The Agreement, as varied from time to time in writing, applies to all sales of goods and the provision of all services by the Supplier to the Client pursuant to the Agreement.
The Client engages the Supplier to provide the Services as defined in the Proposal. To accept the Supplier’s offer to provide the Services, the Client must execute this agreement or pay either the agreed deposit or agree to a payment schedule (any of these acts, individually or combined is considered “Acceptance”). If Acceptance does not take place within 28 days from the date the Agreement is provided to the Client, then the Supplier’s offer to provide the Services will expire without further notice to the Client.
The Supplier will provide the chosen services to the specifications contained in the Proposal (herein referred to as “the Services”).
The Client agrees to pay the Supplier the Fees for the Services as contained in the Proposal. The Supplier may, at the cost of the Client, engage the services of a debt recovery agency or law firm to assist it with recovery of the Fees, if payment is more than 7 days late.
All notices must be in writing and can be given by:
1. Hand delivery;
2. Registered post; or
A notice is deemed to be given and received:
The Client will be in breach of this Agreement upon:
The Supplier may terminate this Agreement if the Client has failed to remedy any breach within 14 days of notice. If the Client cancels any Direct Debit Authority, this does not affect the Client’s liability to pay the Fees in full under the Agreement
A party must not, without the prior written consent of the other party, use or disclose the other party’s Confidential Information unless expressly permitted by this Agreement or required to do so by law or regulatory authority.
A party may:
The Client hereby unconditionally and irrevocably agrees to indemnify and keep indemnified the Supplier, its officers, employees and agents against any and all, including Third Party, actions, claims, demands, losses, liabilities or costs (including legal costs) that arise, or result from, or are in any way connected with the Services, including but not limited to the sale of any product or service via the Client’s Website
The Supplier excludes all liability in respect of loss of data, interruption of business or any consequential or incidental damages or loss. To the full extent permitted by law, the Supplier excludes all representations, warranties or terms (whether express or implied) other than those expressly set out in this Agreement or the Proposal. If failure to supply is caused by matters beyond the Supplier’s reasonable control including (without limitation) acts of God, acts of any government, war or other hostility, national or international disaster, the elements, fire, explosion, power failure, equipment failure, strikes, lockouts, inability to obtain necessary supplies and any other force majeure occurrence. This Agreement is to be read subject to any legislation, which prohibits or restricts the exclusion, restriction or modification of any implied warranties, conditions or obligations.
Each party warrants that:
In addition, the Client warrants that any material which the Client causes to be published, displayed or contained with the provided Services will not contain any illegal or unethical material and the copyright for all, text, images and materials used is owned by the Client.
Upon request by the Client, the Supplier agrees to design and develop a website, landing page or sales funnel in accordance with the Proposal. Before the Supplier commences work, the Client must pay the Supplier 60% of the Fees outlined in the Proposal and the balance prior to the website, landing page or sales funnel moving into development. During the design phase, the Client is entitled to 1 revision of the landing page or 2 revisions of the website. This is included in the fee outlined in the Proposal. After approval of the website or landing page by the Client, any requested adjustments, modifications, amendments or improvements in usability, functionality or design are considered outside of the original Proposal and additional Fees will apply. The Client agrees to adhere to approval timelines set out by the Supplier. Failure by the Client to respond timely to approval deadlines will be interpreted by the Supplier as implicit approval of collateral.
Upon request by the Client, the Supplier agrees to provide the Client a management service of a Google AdWords account in accordance with the Proposal. For the purpose of providing this service, the Client authorises the Supplier to create a Google AdWords account on his/ her/its behalf, including but not limited to Google Analytics. The Supplier will build the Google AdWords account in the Supplier’s own ‘My Clients Centre’ (herein referred to as “MCC”), and will own all data associated with it. The Client acknowledges that Google AdWords are subject to Google’s Terms and Conditions. The Supplier is not liable if the Client’s Google AdWords account or campaigns are rejected by Google. The Client acknowledges that the
Supplier makes no warranty or cannot guarantee that Google AdWords will generate any increase in sales or business activity and he/she/it will not hold the Supplier liable for any loss or damage arising from the Google AdWords management. The minimum Google AdWords management term is a period of 3 months and will continue thereafter on a month-to-month basis, until the Agreement is terminated by the Client providing 30 days written notice. In the event the Client terminates the Google AdWords service or this Agreementwithin the minimum 3 month term, the remaining term becomes due and payable immediately by the Client. During the Google AdWords management term, the Client will not have direct access to the AdWords portal or MCC
Upon request by the Client, the Supplier agrees to optimise the Client’s Website in accordance with the Proposal. As outlined in the Proposal, the Supplier guarantees to rank at least 10% of proposed key phrases on page 1 of Google (pages from Australia) within 90 days, 30% in 180 days and 60% in 365 days (from initial onsite implementation) (herein referred to as “the SEO Guarantees”). In the event the Supplier does not achieve the SEO Guarantees within the timeframe stipulated, the Supplier agrees to continue to provide the service free of charge until the SEO Guarantees are achieved. SEO Guarantees do not apply in the case where SEO services are being applied to a brand new domain without an existing domain redirecting to the brand new domain. Notwithstanding the SEO Guarantees, the Client acknowledges that the Supplier makes no warranty or guarantee that SEO will generate any increase in sales or business activity and he/ she/it will not hold the Supplier liable for any loss or damage arising from SEO. Further, the Client acknowledges that SEO is governed by many factors which are outside the direct control of the Supplier and may affect the ranking of the website / overall performance of SEO. For example:
In addition, the Client acknowledges that Google continually updates its search algorithm, which may have a negative impact on the Client’s website rankings at any time. In such circumstances, the Supplier will endeavour to rectify any negative impact as quickly as possible but makes no guarantee rankings will improve. In rare circumstances, the Company may have to move the Client’s website to a new domain to remove a penalty and the Client must accept this recommendation. The minimum SEO term is a period of 12 months and will continue thereafter on a month-to-month basis, until the Agreement is terminated by the Client providing 30 days written notice. In the event the Client terminates the SEO service or this Agreement within the minimum 12 month term, the remaining term becomes due and payable immediately by the Client.
Upon request by the Client, the Supplier agrees to promote the Client’s business on Facebook in accordance with the Proposal. The Client acknowledges that any Facebook advertisement is subject to Facebook’s terms and conditions and Facebook reserves the right to refuse an advertisement at any time, for any reason. If such circumstances arise, this does not affect the Client’s liability to pay the the Supplier’s Fees. The Client acknowledges that the Supplier makes no warranty or guarantee that Facebook advertising will generate any increase in sales or business activity and he/she/it will not hold the Supplier liable for any loss or damage arising from Facebook advertisement. The minimum Facebook term is a period of 3 months and will continue thereafter on a month-to-month basis, until the Agreement is terminated by the Client providing 30 days written notice. In the event the Client terminates the Facebook service or this Agreement within the minimum 3 month term, the remaining term becomes due and payable immediately by the Client. The Client acknowledges he/she/it is fully responsible for payment of invoices generated by Facebook for pay-per-click fees. In the event that a Facebook invoice is unpaid, the campaign will cease until the invoice/s is/are paid. In such circumstances, the Supplier’s management fee will continue to be charged and there will be no refunds or credits.
The technology and content provided by the Supplier, unless specified otherwise in writing is owned by or licensed to the Supplier. Content includes but not limited to text, graphics, logos, icons, images, sound clips, video clips, data compilations, page layout, underlying code and software.
For all content, imagery or photography provided to the Supplier in the provision of the Services, the Client hereby warrants:
The Supplier at its sole discretion reserves the right to refuse any content it considers to be in contravention with any of the above statements.
The Supplier and its licensors retain all proprietary rights to that content and technology and other intellectual property rights in any work created, commissioned or otherwise acquired by the Supplier during the implementation of the Services until full payment has been received.
Upon full payment, the Supplier hereby agrees to transfer to the Client all rights title and interest in the copyright and other intellectual property rights in all artwork, manuals, information, material reports, source code and other output which is produced, extended or modified during the implementation of the Services.
The Client acknowledges that if a debit is returned by his/her/its financial institution as unpaid, a failed payment fee is payable by the Client to the Supplier. The Client will also be responsible for any fees and charges applied by his/her/its financial institution for each unsuccessful debit attempt together with any collection fees, including but not limited to any debt recovery agency or law firm’s fee, as may be incurred by the Supplier. The Client authorises the Supplier to attempt to re-process any unsuccessful payments after 3 business days. If the payment remains unsuccessful after 14 days, the Client authorises the Supplier to suspend all services, pending full payment. In the event of a failed payment, the Client agrees to pay the Supplier an administrative fee of $12 per failed transaction within 7 days of an invoice being provided.
No party may assign or otherwise deal in any way with its rights under this Agreement without the prior written consent of the other party.
If a provision is invalid or unenforceable it is to be read down or severed to the extent necessary without affecting the validity or enforceability of the remaining provisions.
This Agreement and the Proposal together form the entire agreement between the parties about its subject matter and supersedes all other discussions, negotiations, representations, arrangements, warranties or agreements.
This Agreement may only be amended or varied in writing signed by all the parties.
Any rights under this Agreement may not be waived or varied except in writing signed by the party to be bound. Unless otherwise expressly stated in the Contract, no waiver or relaxation in whole or in part of any of the terms and conditions of the Agreement will be binding on the Supplier unless in writing and signed.
The laws of Victoria govern this Agreement and each party submits to the exclusive jurisdiction of the courts of Victoria.
Clickmatix reserves the right, at its discretion, to change or modify all or any part of these Terms and Conditions at any time. Such changes or modifications shall be effective immediately upon notice published on the www.clickmatix.com.au site, your continued use of the Service constitutes your binding acceptance of these Terms and Conditions, including any changes or modifications made by Clickmatix as permitted above. If at any time these Terms and Conditions are no longer acceptable to you, you should immediately terminate your subscription
to the Service in writing.
2.8 Clickmatix does not warrant or guarantee: that any information available on or through Clickmatix will be free of infection by viruses, worms, Trojan horses or anything else manifesting contaminative or destructive properties; that the information available on or through Clickmatix will not contain adult oriented material, or material which some individuals may deem objectionable; or that the functions or services performed by or through Clickmatix will be uninterrupted or error-free, or that defects in Clickmatix will be corrected. It is the sole responsibility of the user to isolate software and information, execute anti-contamination software and otherwise take steps to ensure that software or information, if contaminated or infected, will not damage user’s information or system.
4.5 If your instalment payment has not been made, as per your payment terms, your account will be suspended until payment has been received and a reactivation fee of $50 will apply. If there is no payment after 90 days for an instalment, as per the payment terms, the account will be cancelled and the account will not be subject to any form of a refund. Cancelled accounts cannot be reactivated and any account history or information will not be retrievable.
4.6 Clickmatix do not offer refunds on any monthly payments already made where cancellation was requested after the date paid.
Clickmatix™ will automatically debit your supplied credit card weekly for the weekly Management Fees unless you and we have agreed to charge the Management Fee using a different basis, method and/or timeframe.
5. Clickmatix™ reserves the right to stop managing your Google AdWords/Facebook advertising account and terminate this Agreement at any time by written (or email) notice to you. If this occurs your Clickmatix™ weekly management fee will stop at the end the second week after the termination date.
6. If you wish to suspend or cancel your Clickmatix™ management of your AdWords/Facebook advertising accounts at any time then please let us know by phone or email. We will then book a meeting (in person or by phone) with you and one of our team leaders or managers to discuss your requirements, feedback or concerns. If you still want to suspend or cancel after the meeting then your Clickmatix™ weekly management fee will stop at the end of next two full billing cycles from the date of written notification. Please note that if you wish to suspend (temporarily pause) your Clickmatix™ management of your AdWords accounts then your Google advertising must also be suspended/temporarily pause (which we will arrange).
7. Upon cancelling Clickmatix™ management, all amounts owing to Clickmatix™ will need to be paid in full; any outstanding amounts will be due within 7 business days of cancellation.
8. Clickmatix™ reserves the right to engage a debt collector at your expense if there are any unpaid invoices overdue by 60 days
10. These Terms and Conditions can be modified at any time by Clickmatix™. You agree to continue to be bound by these Terms and Conditions as modified. We will publish the revised Terms and Conditions on our website – we will not separately notify you of these changes.
(d) Clickmatix™ reserves the right to not set up your ConvertoPages account. At which time you will receive a full refund of all Setup Fees that you have paid. Please note that in all cases where we have already set up your new account there can be no refund of the Setup Fee.
(e) Clickmatix™ reserves the right to stop managing your ConvertoPages account and terminate this Agreement at any time by written (or email) notice to you. If this occurs your Clickmatix™ monthly management fee will stop at the next billing cycle after the termination date
(f) If you wish to suspend or cancel your Clickmatix™ management of your ConvertoPages accounts at any time then please let us know by phone or email. We will then book a meeting (in person or by phone) with you and one of our team leaders or managers to discuss your requirements, feedback or concerns. If you still want to suspend or cancel after the meeting then your Clickmatix™ monthly management fee will stop at the end of the current billing cycle.
(g) Upon termination or expiration of this Agreement by either party for any reason, (a) Clickmatix™ will cease providing the Services, (b) you will not be entitled to any refunds of any usage fees or any other fees, pro rata or otherwise and (c) any outstanding balance owed to Clickmatix™ for your usage of the Services through the effective date of such termination or expiration will immediately become due and payable in full. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, warranty disclaimers and limitations of liability.
(h) Upon termination or expiration of this Agreement all Convertopages will be taken down and not accessible as they remain the property of Clickmatix.
(i) Upon termination or expiration of this Agreement by either party for any reason, Clickmatix™ may delete any Customer archived data within 30 days after the date of termination
Sub-contracting – Clickmatix may employ any person, company or firm as a sub-contractor for the production or provision of any printed or other item in accordance with any original design or other work produced by Clickmatix for the Customer.
Non-payment – Failure by the Customer to meet financial obligations may result in legal proceedings by Clickmatix under which circumstances all legal costs and other administrative expenses will be recoverable in full by Clickmatix.
1. Telephone Support – Clickmatix shall provide support via phone and facsimile. Technical support is available Monday through Thursday 9 a.m. – 5 p.m. and Friday 9 a.m. – 4 p.m. AEST.
2. Website Support – Clickmatix will provide the Customer with access to its website
support section. Specific offerings on the website may change from time to time at Clickmatix‟s discretion; additionally, the Clickmatix website provides answers to frequently asked questions.
3. Email Support – Clickmatix will provide the Customer with email support Monday through Thursday 9 a.m. – 5 p.m. and Friday 9 a.m. – 4 p.m. AEST
1. You must notify Clickmatix if you do not wish to renew your subscription/monthly management before the end of the current billing cycle. Clickmatix will automatically renew your subscription at the end of each term and bill the then-current renewal fee to the same credit card or credit line your original subscription fee was billed to, or to the current credit card we have on our files.
2. Clickmatix reserves the right, at its sole discretion, to restrict, suspend or terminate your access to all or any part of the Service at any time for any reason without prior notice or liability. Clickmatix may change, suspend or discontinue all or any aspect of the Service at any time, including the availability of any Service feature, database, or content, without prior notice or liability.