1. Definitions

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.

  1. “Agreement” means the terms and conditions herein and the Proposal.
  2. “Client” means the person and/or business described within the Proposal.
  3. “Authorisation” means the acceptance of the Proposal, making a payment or signing this Agreement.
  4. “Fees” means the amount contained in the Proposal.
  5. “Website” means the Client’s website designed, built and/or hosted pursuant to this Agreement.
  6. “Intellectual Property” means the intellectual property attaching to the Services including copyright, patents, trademarks, design rights, domain names whether registrable or not and whether registered or not.
  7. “Confidential Information” means all the information provided by one party to the other in connection with this Agreement where such information is identified as confidential or ought reasonably be considered to be confidential based on its context, nature or the manner of its disclosure, but excluding:
    – information that is in the public domain other than by a breach of this Agreement; and
    – information developed independently by a third party. Without limiting the foregoing, Confidential Information includes the terms of this Agreement and the contents of the Proposal

2. Offers

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.

3. Services

The Supplier will provide the chosen services to the specifications contained in the Proposal (herein referred to as “the Services”). Supplier will initiate the service right within 24-48 hours of first payment receipt and the client will be notified about the same via email.

4. Fees

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.

5. Notices

All notices must be in writing and can be given by:
1. Hand delivery;
2. Registered post; or
3. Email.

A notice is deemed to be given and received:

  1. If delivered in accordance with clause 1, on the next Business Day after delivery;
  2. If sent in accordance with clause 2, in 5 Business Days after the day of posting; or
  3. If delivered in accordance with clause 3, on the next Business Day after sending.

6. Breach & Termination

The Client will be in breach of this Agreement upon:

  1. failing to pay the Fees in accordance with the Proposal or agreed payment schedule;
  2. contravening any obligations pursuant to the terms of this Agreement;
  3. failing to respond to the Supplier’s communication in a timely manner;
  4. failing to act in a professional manner;
  5. disparaging the Supplier on social media, forums, reviews or websites;
  6. failing to supply adequate access to any of the following: client’s website, Google AdWords account, Google Analytics, Facebook Ad Management, cPanel, FTP or CMS logins within 14 days of signing the Agreement.

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

7. Confidentiality

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:

  1. use the Confidential Information of the other party solely for the purposes of complying with its obligations and exercising its rights under this Agreement; and
  2. disclose the Confidential Information to its employees or advisers to the extent necessary for them to know the information for the purposes related to this Agreement but only if \reasonable steps are taken to ensure that the confidentiality of the information is retained.

8. Indemnity

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

9. Limitation of Liability

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.

10. Warranties

Each party warrants that:

  1. The execution and delivery of this Agreement has been properly authorised;
  2. It has full corporate power to execute, deliver and perform its obligations under this Agreement;
  3. This Agreement constitutes a legal, valid and binding obligation of it enforceable in accordance with its terms by appropriate legal remedy;
  4. Other than in relation to material included in the Services by the Client or any third party from time to time, any use of the Services by the Client in accordance with this Agreement will not infringe the right of any party and will not breach any applicable law.

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.

11. Web Design, Landing Pages and Sales Funnels

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.

12. Google AdWords

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

13. Search Engine Optimisation (SEO)

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:

  1. if the Client’s website has poor or duplicate content;
  2. if the Client’s website is on an SEO unfriendly content management system (CMS);
  3. if the Supplier cannot get access to the Client’s hosting and or CMS;
  4. if the Client’s website is suffering from a penalty, either automatic or manual from Google;
  5. if the Client’s website has an unnatural link profile; or
  6. if the Client’s website is hosted on a slow or blacklisted server.

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.

14. Facebook

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.

15. Google Map Optimization

  1. Multiple Locations – Please get in touch with us if you have multiple locations and need special quote
  2. There are many outside variables that can affect maps rankings with are not in our control
  3. We may need login access to your website to properly optimise your website
  4. We must need login access to your Google My Business Page to properly optimise your Google listing
  5. Some variables that can affect Google Maps Rankings:
    1. Strong on-page optimisation
    2. Having pages that are relevant to the target key phrases
    3. Having your Google place map embedded on your website
  6. Although there are no guarantees for any marketing or advertising campaigns you do, we have a great track record with helping our clients get into Google Maps for multiple keyword phrases.
  7. This is not full Local SEO, this is Google Maps Optimisation. Since our local maps optimization includes citation building with backlinks to your website, this can help you with your organic rankings as well.
  8. We are en experts in ranking our clients in Google Maps and organic rankings. We can not guarantee Google maps rankings and we use the same process on our website as we are providing for your website. Our process is tried and tested to provide the best possible results. If your business has moved recently we need to first cleanup all the pieces of information about your business/listings online first. Get in touch with us if your business has recently moved to a new location, changed business names or you have changed your phone #.

16. Copyright and Intellectual Property Rights

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:

  1. they own the intellectual property rights in that content;
  2. that content does not infringe the intellectual property rights of a third party;
  3. that content is not fraudulent, stolen, or otherwise unlawful;
  4. that content does not violate any applicable law, statute, ordinance or regulation (including but not limited to, those governing export control, consumer protection, unfair competition, or criminal law);
  5. that content is not defamatory, unlawfully threatening or unlawfully harassing; and
  6. that content does not contain viruses or other computer codes, files or programs which are designed to limit or destroy the functionality of other computer software or hardware.

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.

17. Responsibilities of the Client

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.

18. Assignment

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.

19. Severability

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.

20. Entire Agreement

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.

21. Variation

This Agreement may only be amended or varied in writing signed by all the parties.

22. Waiver

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.

23. Jurisdiction

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 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 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 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 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.

Support package

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

Cancellations Policy

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. If you have any issues with the service please contact us. Generically once payment is made the service is not refundable unless required by law.

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.