Services are sold and supplied by CleverClicks Pty Limited on the following General Terms and Conditions of business unless otherwise expressly agreed in writing between CleverClicks Pty Limited and the Client.
1.1 “Service Provider” means CleverClicks Pty Limited.
1.2 “Client” means the person or company to whom or to which this document is addressed.
1.3 “Services” means search engine optimization service (SEO) or Pay per click service (PPC) supplied by the Service Provider to the Client as indicated. These services include, but are not limited to, online marketing consulting, website review and analysis, HTML code changes, web log review, creation of website content, creation and publication of content for third parties, link and directory submission, creation of blogs, progress reporting, creation of pay per click ad campaigns, landing pages, and managing the account on behalf of the Client.
2.1 These terms form part of any quotation or contract to which they are attached. The Services will be supplied subject to these terms.
2.2 If there is any inconsistency or variance between the provisions of any quotation by the Service Provider and these terms then the quote shall prevail. An acceptance by the Client that contains any provision inconsistent with or purporting to vary or reject any of these terms, shall not be binding on the supplier unless the Service Provider expressly agrees in writing to any variation.
2.3 If one or more clauses of these terms or any provisions included in any quotation or contract arising between the Service Provider and the Client is declared legally invalid the remainder of these terms and any such provision shall be in no way affected.
2.4 Unless otherwise agreed to in writing, email is an acceptable form of communication.
2.5 Upon acceptance of these terms, the Client agrees to accept newsletters and other publications from the Service Provider
2.6 In order for the Service Provider to perform the Services, the Client authorises the Service Provider to have access to the Client’s website files for the purpose of the Service Provider generating reports, e-press releases, to amend or improve html coding and to have third parties link to the client’s website.
3. Quotation and offer to engage
3.1 The Service Provider’s quotation is not to be constructed as an obligation to supply services to the Client but is rather an invitation to the Client to make an offer to engage the Service Provider to supply services subject to these terms. The Client can only accept these terms by:
• Signing and returning these terms to the Service Provider; or
• By pressing the “Accept” button.
The Service Provider reserves the right to make alterations to its quotation at any time before its acceptance of an offer from the Client.
3.2 Despite a quotation being provided a contract does not exist between the Service Provider and the Client until the Service Provider accepts the Client’s offer in writing.
3.3 The Service Provider’s quotation relates only to such services as are specified therein.
3.4 Prices included in the Service Provider’s quotation are based upon the services referred to in the quotation. Should the Client offer to engage the Service Provider to supply additional services which is at variance with the services referred to in the quotation the Service Provider reserves the right to amend the price quoted for such Goods.
3.5 Upon the Client making an offer to the Service Provider, the Client authorises the Service Provider to:
i. access all reasonable information required by the Service Provider to perform the Services;
ii. act as the customer’s agent in the performance of the Services including but not limited to link exchanges and listing the Client’s site in directories and other websites
4. Suitability for Purpose
4.1 Unless the Service Provider has specifically been advised in writing by the Client, it has no knowledge of the use to which the Client proposes to put the services supplied by the Service Provider to the Client.
5. Time/Date for supply
5.1 Unless stated otherwise in these terms all dates or times quoted for completion or delivery shall be calculated from date of acceptance by the Service Provider of the Client’s offer.
5.2 The Service Provider will use reasonable endeavours to meet any delivery or completion date or period quoted but such date or time is a bona fide estimate only and is not to be construed as a fixed date or time unless specifically agreed to by the Service Provider in writing.
Extension of Time:
5.3 Any contract period shall be extended in respect of any delay relating to either instructions given by, or lack of instructions from, the Client.
5.4 The Service Provider shall not be liable to the Client for any failure to meet any obligation under any contract arising between the Service Provider, and the Client to the extent that such failure is caused by or arises from:
i. Strikes, lockouts or other industrial disputes, shortages of labour or materials, delay in manufacturing by the Service Provider, its associates or suppliers, riot, civil commotion, fire, flood, earthquake, drought, loss or delay at sea or otherwise, breakdowns or war; or
ii. Any other cause whether arising from natural causes, human agency or anything beyond the reasonable control of the Service Provider.
6.1 This agreement may be terminated by the Service Provider if: (i) the customer is declared bankrupt or is insolvent (ii) the customer is in breach of this agreement and fails to rectify or remedy that breach with seven (7) days following notice given by the Service Provider; (iii) The customer fails to provide such information and assistance as may be required by the Service Provider or, fail to accept the Service Provider’s advice.
6.2 If this agreement is terminated in accordance with clause 6.1, the customer will remain liable to the Service Provider for any outstanding fees or expenses
6.3 If the Service Provider provides a refund to the Client due to an alleged breach of the warranty set out in clause 9.1, the Service Provider may of its own right terminate this agreement and the Client shall have no right to claim any loss or damage (including consequential and indirect loss) from the Service Provider.
7. Prices and contract price adjustment
7.1 Prices shall be set in accordance with the Service Provider’s discretion and shall be either:
i. As stated in the tax invoice;
ii. As set out in the most recent quotation issued by the Service Provider to the Client
8.1 Unless otherwise agreed in writing by the Service Provider and the Client, payment shall be due as follows:
i. fees are payable within seven (7) days of receipt by Client of the Service Provider’s written invoices or upon completion of the work undertaken by the Service Provider, which ever occurs first;
The Client is not entitled to withhold payment or make any deduction form the contract price in respect of any set-off or counter claim.
8.2 If services, the subject of any contract between the Service Provider and the Client are in whole or in part completed ready for delivery and if delivery of such work is delayed by reasons of instructions given, or lack of instructions by the Client, then full payment of that part of the contract price outstanding shall be due and payable 14 days after notification by the Service Provider to the Client that such services are completed are ready for delivery. Delay or Default in Payment
8.3 Should the Client make default in respect of any payment due to the Service Provider then the Service Provider shall have the right, in addition to all other rights to which it is entitled at law:
i. to charge interest on the overdue amount at two percent (2%) above the rate charged to the Service Provider by its major banker for overdraft accommodation and calculated from the due date of payment to the actual date of full and final payment. Any payment subsequently made by the Client to the Service Provider shall be credited first against any interest so accrued.
ii. to withhold any data/files.
iii. to cancel services
8.4 Should the Client make default in respect of any payment due to the Service Provider then the Service Provider shall have the right to recover any legal costs on an indemnity basis incurred by the Service Provider in recovering the overdue amount.
9.1 The Service Provider warrants that during the 12 months (“the period”)from the date that the keywords are agreed by the Client and Service Provider, at least 50% of the keywords shall, at some point in the period, be included in the top 20 search results in Google (“results”).
9.2 CleverClicks does not guarantee that all keywords will remain in the top 20 results throughout the period nor does CleverClicks provide any guarantee as to the actual time a keyword will appear in the search results.
9.3 The guarantee only applies for search results where the user has clicked the ‘pages from Australia’ option on Google’s home page, and not the search results where the user has selected Google’s ‘the web’ option.
9.4 If the Service Provider does not achieve the results, the Service Provider will refund the contract price within a period of 28 days of notice being given in writing by the Client to the Service Provider of a breach of the warranty.
9.5 This warranty does not apply unless
i. the computer hardware and software used to access the Search Results have been properly handled, located, used, maintained and stored by the Client; and
ii. the Client is not in breach of a term of this agreement.
9.6 The benefit of this Warranty is personal to the Client and is not assignable.
9.7 Unless otherwise expressed to the contrary in writing, the Service Provider does not give any warranty or guarantee as to the actual search engine ranking which will be achieved by a Client, or the period of time in which the Client will be so ranked due to the competitive nature of software development, web design and information technology relating to search engine operation and development.
9.8 The Client acknowledges that due to the competitive nature of keywords used by a Client, that the Service Provider can and will retain the right to refuse to give this warranty in circumstances where the keywords are thought to be too wide or ambiguous in their ordinary use so as to prevent the Client from receiving a increase in the ranking of the client’s website.
9.9 Further, the client acknowledges that the results will vary for different keywords in so far as not all of the keywords will or can appear together in the search results.
10. Limitation of liability
10.1 Subject to the terms of this agreement, the Service Provider shall not in performing the Services under this agreement be liable for any loss, damage or consequential loss or damage suffered by the Client.
11.1 A party will not, without the prior written approval of the other party, disclose the other party’s confidential information. 1
1.2 Each party will take all reasonable steps to ensure that its employees and agents, and any sub-contractors engaged for the purposes of this agreement, do not make public or disclose the other party’s confidential information.
11.3 Notwithstanding any other provision of this clause, a party may disclose the terms of this agreement (other than confidential information of a technical nature) to its related companies, solicitors, auditors, insurers and accountants.
This clause will survive the termination of this agreement
12. Intellectual Property
12.1 The Client acknowledges that all right, title and interest in:
i. technology, including software
ii. documentation and material used in supplying the service
iii. trademarks, methods or material subject to copyright
(collectively “the Service Provider’s intellectual property) is vested in the Service Provider
12.2 Unless otherwise specifically provided in this agreement, the Client agrees that it has no right, title, claims or interest in or to the Service Provider’s “intellectual property”.
12.3 The Client may not copy, modify or translate any of the Service Providers intellectual property or use it other than in connection with the services, or grant any other person or entity the right to do so.
12.4 Unless otherwise specifically permitted by this agreement, your are not authorised to distribute or to authorise others to distribute any of the Service Provider’s intellectual property in any manner without the prior written consent of the Service Provider.
13.1 If the Service Provider become liable to pay GST, the Service Provider will notify the Client of the amount of GST to be paid and will provide the Client with the appropriate invoice including a reference to the applicable amount of GST. The Client shall pay that invoice pursuant to the terms and conditions of this agreement.
14. Legal Construction
14.1 This agreement is subject to the Laws of the State of New South Wales, Australia and the Service Provider and the Client agree to submit to courts having jurisdiction in that State.
14.2 The Service Provider is authorised to vary these terms at any time by publishing any amendments on the Service Provider’s website.