Terms & Condition

Our Site gives you an opportunity to browse and engage services offered by Clickmatix Pty Ltd (ACN 601 934 187) (Clickmatix).

These Terms and Conditions (Terms) govern your use of our Site, and our services, and form a binding contractual agreement between us and you. Please read these Terms carefully. Any questions about these Terms must be directed to us in writing at support@clickmatix.com.au before using our Site or engaging our services.

Our services are intended for adult users aged 18 and over.

Subject to any subsequent agreements you may be required to enter with us, these Terms and the Proposal constitute the entire agreement between you and us and supersedes all prior agreements, conduct, representations and understandings. You confirm you have not entered into this agreement on the basis of any representation that is not expressly incorporated into this agreement.

1. ACCEPTANCE OF TERMS
   1. By browsing, accessing or using the services offered on our Site, whether or not you engage our services, you acknowledge that you have read and understood these Terms and agree to be bound by them.
   2. For the avoidance of doubt, any party to an agreement with Clickmatix is subject to these Terms.
2. VARIATIONS TO TERMS
   1. We reserve the right, in our sole discretion, to vary, change or amend any part of these Terms.
   2. In that event, we will provide notice of the variation by publishing the updated Terms on our Site.
   3. The updated Terms will be taken to have effect on the date of publication.
   4. Your continued use of our services, and the Site constitutes your acceptance of the updated Terms and is taken as your agreement to be bound by these updated Terms.
   5. Should you object or disagree to the Terms, your only remedy is to contact us at support@clickmatix.com.au and immediately discontinue your use of the products and/or services.
3. offers
   1. You agree to engage us to provide the services as defined in the Proposal.
   2. To accept our offer to provide the services, you must pay either the agreed deposit or agree to a payment schedule (Acceptance).
   3. If Acceptance does not take place within 28 days from the date the offer is made, then our offer to provide the services will expire without further notice to you.
4. services
   1. We shall use reasonable endeavours to supply our services to the specifications contained in the Proposal in accordance with these Terms until the services are terminated.
   2. While carrying out the services specified in the Proposal, we may employ sub-contractors for the production or provision of part of the services.
5. fees
   1. You agree to pay us the fees for our services as contained in the Proposal (Fees).
   2. If you transfer a domain name registered to you to another registrant all charges owing to us shall become immediately due and payable on the date of that transfer.
6. GENERAL DISCLAIMER
   1. We offer a number of services and products on our Site from time to time.
   2. We do not warrant or guarantee that any information provided by us will be free of infection by viruses, worms, trojan horses or anything else manifesting contaminative or destructive properties, that the information provided by us will not contain material which some individuals may deem objectionable, or that the functions or services performed by or through us will be uninterrupted or error-free, or that defects will be corrected.
   3. We reserve the right, at our sole discretion, to restrict, suspend or terminate your access to all or any part of our service at any time for any reason without prior notice or liability.
   4. We 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.
   5. It is your sole responsibility 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 your information or system.
   6. While the web design services do not include security services, we will use best endeavours to secure your website, however, you accept that it is not possible to prevent all malicious activity. We do not guarantee the services will be uninterrupted, timely, secure or error free, or that they will be free from hackers, virus, denial of service attack or other persons having unauthorised access to our services or those of our suppliers.
   7. Any template, document, information, guideline, forecast and recommendation made by us in relation to our services are made on the basis of information that was available to us at the time.
   8. Nothing on our Site, or any of the content provided to you by us in the supply or in connection with our services, purports to offer any information technology or other professional advice.
   9. We expressly disclaim any and all claims arising from any representations made, whether express or implied, or reliance upon any representations made in relation to our recommendations, or information supplied to you. You also acknowledge and agree to hold us harmless for any loss suffered as a result of our recommendations and information supplied in connection with our services and in accordance with this Site and further acknowledge and agree that the indemnities under clause 22 are considered reasonable.
   10. Any testimonials and examples within our marketing materials are not to be taken as a guarantee that you will receive the same or similar results.
   11. You acknowledge and agree that we, our directors, principals, employees and representatives are not responsible for decisions that you may make based on our recommendations.
   12. This clause survives termination of these Terms.
7. YOUR OBLIGATIONS
   1. You must provide us with all the relevant requested information and documentation in a timely manner and within any time frames required for us to complete our work.
   2. You must provide us with any information, material, excerpts of or links from or to any content (Your Website Information) on your website reasonably requested by us, to assist us with providing the services to you. You acknowledge and agree that failure to comply with this clause will amount to a material breach of contract and enable us to terminate the services with all applicable remaining fees immediately due.
   3. You are solely responsible for obtaining any and all necessary intellectual property clearances and/or other consents and authorisations, including without limitation, clearances and/or consents in respect of your proposed domain name, any materials given by you to us, any content that you upload to your service, and merchant services agreements between you and the relevant financial institutions. We reserve the right, in our sole discretion, to refuse to use any content we believe is objectionable or which we believe may infringe upon the intellectual property rights of others.
   4. You warrant that any material or content you provide us does not infringe the intellectual property rights of a third party.
   5. You must provide us with adequate access to any of the following: your website, Google AdWords account, Google Analytics, Facebook Ad Management, cPanel, FTP or CMS logins within 14 days of signing the Agreement.
   6. You must act in a professional manner in all dealings with us.
   7. If you fail to fulfil your obligations in accordance with this clause, we may be unable to perform the services as stated. The fees for the service will still be payable as required even if we are unable to perform the services due to your failure to fulfil your obligations in accordance with this clause.
   8. Except to the extent that we expressly agree to do so as part of our service, you must conduct backups of any of your data (whether hosted on our computer systems or provided to us in connection with the performance of our services) at such intervals as are reasonable having regard to the nature of the data.
   9. We expressly disclaim any and all claims arising from any representations made, whether express or implied, or reliance upon any representations made in relation to our recommendations, or information supplied to you. You also acknowledge and agree to hold us harmless for any loss suffered as a result of our recommendations and information supplied in connection with our services and in accordance with this Site and further acknowledge and agree that the indemnities under clause 22 are considered reasonable.
   10. When providing our products and/or services, we may request that you provide us with responses, feedback, completed questionnaires, copy content, images and other information so we can best deliver our services. You agree that you will provide any such information in a timely manner. Any delays in receiving this information may result in information not being provided by us to you.
   11. Deemed Approvals. The following process is in place to ensure we stick to your proposed timeline and ensure we meet deadlines. If you (the client), as applicable, does not respond to a written submission or request for approval within fourteen (14) days after receiving it, then Clickmatix is entitled to treat the submission as approved. This covers approvals required for keywords, content, content to be posted on your website, non-cosmetic website changes, images, ad content (ad copies and creatives), starting and pausing campaigns required to stay within timelines and deadlines and anything else related to content.
8. CONFIDENTIALITY
   1. We respect your confidential and proprietary information, ideas, plans and trade secrets (collectively, Confidential Information) and by using our services, you agree to respect our Confidential Information.
   2. Each party must not, without prior written consent of the other party, use or disclose the other party’s Confidential Information, unless expressly permitted by the Terms or required to do so by law or regulatory authority.
   3. That all materials and information provided to you by us are our confidential and proprietary information and intellectual property, belong solely and exclusively to us, and may only be used by you as authorised by us.
   4. If either party violates, or threatens to violate, any of the terms contained in this clause the other party will be entitled to, among other things, injunctive relief to prohibit such violations.
   5. This clause survives termination of these Terms.
9. COPYRIGHT AND TRADE MARK NOTICES
   1. All material on this Site, or otherwise delivered by us while providing our services, including (but not limited to) information, templates, text, graphics, information architecture and coding (Our Content), is subject to copyright. While you may browse or print Our Content for non-commercial, personal or internal business use, you must obtain our prior written permission if you’d like to use, copy or reproduce it. Modification of Our Content for any other purpose is a violation of our copyright and other proprietary rights, and is strictly prohibited.
   2. You acknowledge that you do not acquire any ownership rights by using the Site or Our Content.
   3. The trade marks, logos, and service marks displayed on our Site to denote our brand are either registered or unregistered trade marks of us (our Marks). Our Marks, whether registered or unregistered, may not be used in connection with any product or service that does not belong to us, in any manner that is likely to cause confusion with customers, or in any manner that disparages us.
   4. Nothing contained on this Site should be construed as granting, by implication, estoppel or otherwise, any license or right to use any our Marks without our express written permission.
   5. You agree that damages may be an inadequate remedy to a breach of these Terms and acknowledge that we will be entitled to seek injunctive relief if such steps are necessary to prevent violations of its intellectual property rights.
   6. This clause survives termination of these Terms.
10. RIGHT TO SUSPEND, TERMINATE AND REFUND
    1. We reserve the right to immediately suspend or terminate our services if you breach any of these Terms and fail to remedy such breach within 14 days’ notice of the breach.
    2. Examples of a breach of these Terms include, but are not limited to:
       1. failing to pay the fees in accordance with the Proposal or agreed payment schedule;
       2. contravening any obligations pursuant to these Terms;
       3. failing to respond to our communication in a timely manner;
       4. failing to act in a professional manner;
       5. disparaging us on social media, forums, reviews or websites;
       6. failing to supply adequate access to any of the following: your website, Google AdWords account, Google Analytics, Facebook Ad Management, cPanel, FTP or CMS logins within 14 days of signing the Agreement.
    3. We may terminate our services at any time by written notice to you. If this occurs your monthly or weekly fees as specified in the Proposal will stop at the next billing cycle after the termination date.
    4. You may terminate our services by providing 30 days’ notice, during which time we will continue to provide and charge for our services until the notice period has elapsed.
    5. If you terminate a service within the relevant minimum term of a particular service, the balance of the fees for the remainder of the term becomes due and payable immediately.
       1. Failure to pay the balance of the fees for the remainder of the term may result in the commencement of legal proceedings against you, under which circumstances all legal costs and other administrative expenses will be recoverable on a full indemnity basis from you.
       2. Time spent by employees of Clickmatix recovering payments will be charged at an hourly rate of $150 + GST.
    6. Termination of Web Design, Landing Pages and Sales Funnels services is governed by clause 16 of these Terms.
    7. Termination of the Google Adwords and PPC Search Engine Advertising service is governed by clause 17 of these Terms.
    8. If you wish to terminate the Facebook services at the expiration of the relevant minimum term, you need to provide 10 days’ notice prior to the end of the minimum term, or if the term has elapsed then 10 days’ before the end of the next billing month.
    9. If you wish to terminate the Facebook services within the relevant minimum term, you need to provide 10 days’ notice and the balance of the fees for the remainder of the term will become due and payable.
    10. Upon termination of these Terms, all works resulting from our service will be taken down and not accessible as they remain our property.
    11. Upon termination of these Terms, we may delete any of your archived data within 30 days after the date of termination.
    12. We will only provide a full refund if notice of termination is received within 10 days after the payment of our fee and we have not started any work towards the services. In all other circumstances, refunds are not provided for our services, unless we are in breach of the Australian Consumer Law, as set out in Schedule 2 to the Australian and Competition Act, 2010 (Cth).
    13. Any refund requests will be assessed on a case-by-case basis, in accordance with the costs associated with each service delivered by us, or otherwise where we determines in our sole discretion that genuine value has not been received or is not able to be received by you.
11. NON-EXCLUSIVITY
    1. You acknowledge and agree that we may at all and any times provide our services to other Clients in the same or similar industry as you.
    2. We do not provide our services on an exclusive basis.
    3. We will however endeavour to protect the confidential information you provide us and in accordance with our privacy policy.
12. PRICES
    1. All prices for our services are in Australian Dollars (AUD).
    2. All prices are inclusive of GST (if applicable) unless indicated otherwise, and exclude delivery charges and customs duty and other taxes, if applicable.
    3. All prices are subject to change without notice.
    4. We reserve the right to modify, cancel and limit any Proposal or work at any time.
13. PAYMENTS
    1. We will automatically debit the fees specified in the Proposal from the credit card you provide on a weekly or monthly basis, as agreed in the Proposal, unless a different arrangement is agreed.
    2. Once the relevant minimum term for a service has elapsed, your service will automatically roll into a month to month service and we will bill the then-current fee to the credit card you have provided.
    3. You agree to ensure sufficient funds are available in your nominated account to meet any account withdrawals made by us on their scheduled due dates.
    4. If payment is defaulted or not received, you authorise us to debit any outstanding funds from your nominated account without need for notification at a future date.
    5. Your failure to meet financial obligations under these Terms may result in the commencement of legal proceedings by us against you, under which circumstances all legal costs and other administrative expenses will be recoverable on a full indemnity basis from you.
       1. Time spent by employees of Clickmatix recovering payments will be charged at an hourly rate of $150 + GST.
    6. We reserve the right to suspend or terminate any product or service, at our discretion, if payment is defaulted.
    7. We reserve the right to on-sell or otherwise authorise, at your own cost, a debt-collection or other authorised agency to collect any amount not paid by you that is 60 days overdue.
    8. We reserve the right to inform credit watch monitoring services of ongoing defaults trends or payment-avoiding strategies employed where we deem it is appropriate.
    9. In circumstances where we invoice you for payment, payment is due and payable by the payment date noted on the invoice. Failure to make payment by the payment date may lead to suspension of use of our product and/or services.
    10. You acknowledge that if a debit is returned by your financial institution as unpaid, a failed payment fee is payable by you to us.
    11. You will also be responsible for any fees and charges applied by your 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 us.
    12. You authorise us to attempt to re-process any unsuccessful payments after 3 business days. If the payment remains unsuccessful after 14 days, we will suspend all services, pending full payment.
    13. In the event of a failed payment, you agree to pay us an administrative fee of $12 per failed transaction and $20 a week for late payment if we did not receive the payment in 7 days of an invoice being provided. Clickmatix will add all late fees and administration fees to your next invoice.
    14. If you transfer a domain name registered to you to another registrant all charges owing to us shall become immediately due and payable on the date of that transfer.
    15. If payment has not been made, in accordance with what is specified in the Proposal, your account will be suspended until payment has been received and a reactivation fee of $50 will apply. If payment is delayed by 90 days, 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.
14. DISCOUNTS, PROMOTIONS AND OFFERS
    1. From time to time, we may offer the opportunity to purchase our services at a discounted or promotional price, subject to these Terms.
    2. Any discounts, promotions and offers will be confined to the time period and additional terms of sale in accordance with the details of that respective discount, promotion and/or offer as published online from time to time on our Site.
    3. You agree that any testimonials you provide, we can use for marketing and promotional purposes.
15. WEB DESIGN, LANDING PAGES AND SALES FUNNELS
    General
    1. Upon your request, we agree to design and develop a website, landing page or sales funnel in accordance with the Proposal.
    2. Before we commence work, you must pay 60% of the fees outlined in the Proposal and the balance prior to the website, landing page or sales funnel moving into development.
    3. During the design phase, you are entitled to 1 revision of the landing page or 2 revisions of the website. This is included in the fee outlined in the Proposal.
    4. After you provide your approval of the website or landing page, any requested adjustments, modifications, amendments or improvements in usability, functionality or design are considered outside of the original Proposal and additional fees will apply.
    5. You agree to adhere to approval timelines set out by us. Your failure to respond in a timely manner to approval deadlines will be interpreted as implicit approval.
    6. We may use third party contractors to perform the services. If we do, we will provide those contractors the information and materials you supply to us, such as the description of your requirements and content to be included in the website.
    Website Design Services
    7. Establish and Build plans are subscription services to design, build, host and manage your business website.
    8. Grow plans are a monthly payment plan service to design, build, host and manage your business website.
    9. Done For You Grow plans are also available at a one off cost stipulated on the website at the time of purchase.
    10. Establish and Build are provided using template designs. The templates are customisable to a degree but contain inherent limitations. We do not provide any guarantee that the templates can be customised to meet all your requirements.
    11. Grow plans are provided using modular designs. The modular designs are customisable to a degree but contain inherent limitations. We do not provide any guarantee that the templates can be customised to meet all your requirements.
    Term of the service
    12. There is a minimum term (Initial Term) to the Web Design Services except for the “no fixed term” Establish plan.
    13. The Initial Term will commence when you accept our proposal. If you select the monthly payment option, you will be required to pay an upfront set-up fee and a monthly fee for each month of the Initial Term.
    14. If you select the up-front payment option, you will be required to pay all fees at the commencement of the Initial Term.
    15. The fees that are payable to us for the Initial Term are the Total Contract Value.
    16. There is no minimum term to the “no fixed term” Establish plan. You will be required to pay an upfront set-up fee and monthly subscription fee in advance for each month (or part month) that you receive the Establish services.
    17. If you have selected the monthly payment option, at the completion of the Initial Term, your service will roll into a month to month service. If you have selected the upfront payment option, your service will roll into a further term of the same length as the Initial Term.
    Features
    18. We will build your website using category specific, pre-produced images from our libraries. We will also supply written content based on the requirements of your brief. If you prefer, you may provide us with your own content. If you do so, you are solely responsible for ensuring that the content you supply complies with all applicable laws and does not infringe the rights of any third party. We reserve the right to refuse to use any content that breaches our Acceptable Use Policy.
    19. Any software or plugins made available to you by us for use with the service (Add-ons) must be associated with your Done For You Website and are not transferable to any other accounts you have with us, or any other websites. Not all Add-ons may be compatible with your website which is why you need to con rm your requirements before the build commences.
    20. These Add-ons require an active plan to the services to remain active. We offer a number of Add-ons as standard for all Services which are subject to change and may be removed or added at our discretion and without notice to you. Many of the Add-ons are plugins which are supplied by third parties and we can only provide limited support for them. Add-ons will automatically renew on a monthly basis (unless specified otherwise) until they are cancelled by you or the service is terminated.
    21. If your service includes compatibility for a third party plugin it is your responsibility to provide configuration details, and you are responsible for all fees associated with the 3rd party plugin.
    22. Your Establish and Build website is backed up each time it is republished, but these are limited to 10 available backups within the last 12 months. Done For You Grow is backed up daily for a rolling period of 14 days. If you need to restore your website from a backup, we will use best efforts to do so but cannot be liable if the backup is incomplete or corrupt.
    23. If you wish to upgrade your website Establish service to the Build plan this is possible through your cPanel hosting. If you wish to upgrade your Done For You Build service to the Grow plan, this would require a new website build due to platform constraints. Whilst we will use all reasonable efforts, it may not be possible to reuse any part of your old website.
    Delivery
    24. There are several steps to the delivery of the services.
    25. Completion of the design and build in a timely manner depends upon your responsiveness to our requests for feedback and/or approvals.
    26. Unless stated otherwise, we will expect you to respond to our requests within 5 business days. We are not responsible for any delays caused by your failure to respond as requested or required.
    Change in Scope
    27. If you request a material change in scope after the Proposal has been finalised, we may treat this request as a cancellation of the service at our discretion (reasonably applied), and the cancellation terms will apply. The new scope will then be treated as a new order.
    28. The steps are as follows:

        Delivery steps	Details
        Welcome call	We will make an appointment to speak to you by phone to obtain your detailed requirements and instructions. All customer requirements, including selection of a template, must be finalised at the Welcome Call, or within 5 business days afterwards, otherwise a selection will be made on your behalf.
        brief	We will email you with the agreed list of requirements obtained from the welcome call. If you do not respond to the Brief within 5 business days by email, we will assume you do not require any further changes and will proceed to the first draft. If you wish to use your own content, then that should be provided within 5 business days of the Welcome Call.
        Draft and review process	After acceptance of the Brief, we will use best efforts to supply a first draft: For Core plan within 25 business days For Core Plan + Advanced Addon within 27 business days For Core Plan + eCommerce Addon within 30 business days. Two revisions are included in all plans. You will be required to review the website draft and provide feedback within 4 business days of receiving each draft. If you fail to respond within that timeframe, the review process will be regarded as complete and you will be deemed to have accepted the completed website. AWe may cancel the services if you have failed to respond to our requests for feedback for longer than 3 months and the cancellation terms will apply.
        Go live	You need to provide approval for website Go-live. The website does not go live until email approval is provided. The ongoing monthly fees will continue to be charged after completion of the review process even if the website does not go live.
        Support post go live	Any support or revision required post web build will be provided in accordance with the details of your plan. We will respond to your requests within 5 business days provided you give us adequate information for the update.

        Intellectual Property Rights
    29. All intellectual property rights in the Done For You and Establish and Build Websites will be our property.
    30. Upon payment of fees in full, and once we have finished and delivered the design, we will grant you a royalty free licence to use, display and publish the Done For You website for the duration of the Services. The publication of the website completes our obligations to you under these Service Terms for the design and build elements. The ongoing services will be for email and the ongoing management of that website (subject to your payment of ongoing monthly fees for the Service).
    31. You grant to us a royalty-free, worldwide licence to use, reproduce, modify, edit or otherwise all content you supply, and to cache the entirety of your Website (including your Content) where hosted by us. You are responsible for obtaining any consents required of any third parties in connection with the grant of this licence to us. You also agree that any such caching is not an infringement of any of your intellectual property rights or any third party's intellectual property rights.
    Obtaining ownership of the website (Done For You, Establish and Build)
    32. Establish and Build websites cannot be ported away or hosted independently from our services as they are built on a proprietary platform.
    33. Under certain circumstances, we will provide full administrative access, and transfer all rights in the Done For You Grow developed website to you. To the extent that the website includes our background intellectual property (such as our templates and content), we will grant to you a perpetual royalty free licence to use, display and publish the Done For You Grow website. If you attempt to obtain a copy of the website without our consent, it will be treated as a breach of your contract and all rights that you may have been given to use and publish the website content will be revoked. The transfer of ownership can take place as follows:
        1. during the Initial Term, upon payment of the balance of the Total Contract Value; or
        2. after the Initial Term but before the end of the second 12 month term, upon payment of the balance of the fees for the rest of the term.
    34. It is your responsibility to obtain a copy of the website if you wish to use it independently of our service.
    35. Once you have been provided with full administrative access, we cannot be responsible for changes not made by us.
    Suspension of access to the website
    36. You agree that we may, under certain circumstances and without prior notice, suspend or immediately terminate your access to the website and remove any associated content, including any profiles, works, information or contact details thereof.
    37. Cause for such suspension or termination shall include, but not be limited to:
        1. breaches of these Terms;
        2. requests by law enforcement or other government agencies;
        3. discontinuance of the Website (or any part thereof); and
        4. unexpected technical or security issues or problems.
    38. You agree that all such suspensions shall be made at our sole discretion and that we shall not be liable to you or any third party for any such suspension.
        Termination of Web Design, Landing Pages and Sales Funnels Services
    39. You can terminate the “no fixed term” Establish service on 30 days’ notice.
    40. If you wish to terminate any other service before the end of the Initial Term, the following termination fee will apply:

        Date of cancellation	Termination Fee
        Before you receive the first draft	50% of Total Contract Value
        After you receive the first draft	80% of Total Contract Value
        After completion of the review process	Total Contract Value

    41. If you have selected the monthly payment option, you will be required to pay us the Early Termination Fee less any fees you’ve already paid us. If you have selected the upfront payment option, we will reimburse you the balance of your fees, if any, after deduction of the Early Termination Fee.
    42. Once the service is cancelled, all licences in the website will be terminated and the website will be deleted without any liability to us whatsoever. We will not keep a copy of the website. Deletion of the website means deletion of all data including but not limited to website, images, videos, email, databases, and all other intellectual property.
16. GOOGLE ADWORDS AND PAY PER CLICK (PPC) SEARCH ENGINE ADVERTISING
    General
    1. Upon your request, we agree to provide you a management service of a Google AdWords account in accordance with the Proposal.
    2. For the purpose of providing this service, you authorise us to create a Google AdWords account on his/ her/its behalf, including but not limited to Google Analytics.
    3. We will build the Google AdWords account in our own ‘My Clients Centre’ (herein referred to as “MCC”), and will own all data associated with it. You acknowledge that Google AdWords are subject to Google’s Terms and Conditions.
    4. We are not liable if your Google AdWords account or campaigns are rejected by Google.
    5. You acknowledge that we cannot guarantee that Google AdWords will generate any increase in sales or business activity, and you will not hold us liable for any loss or damage arising from the Google AdWords management.
    6. During the Google AdWords management term, you will not have direct access to the AdWords portal or MCC.
    Terms
    7. The minimum Google AdWords management term is a period of 3 months and will continue thereafter on a month-to-month basis, until you terminate the services by providing 30 days written notice. All cancellations MUST BE SENT IN WRITING to accounts@clickmatix.com.au. Verbal cancellation will not be accepted.
    Service
    8. The Service includes the creation, customisation and ongoing support of a Google Ads and/or Microsoft Advertising (collectively Ad Platform) advertising campaigns (Campaign).
    9. The Service includes the creation, customisation and ongoing support of a Google Ads and/or Microsoft Advertising (collectively Ad Platform) advertising campaigns (Campaign).
    10. Prior to commencement of the Campaign, we will agree with you the fee that we will charge for managing your Campaign (Management Fee), the minimum term for the Campaign, target Advertising Keywords (Ad Keywords) and a monthly budget to be spent with the Ad Platform (Budget).
    11. You will pay to us the monthly Management Fee.
    12. We will implement the Campaign with the Ad Platform and you appoint us as your agent for the purposes of creating, managing and operating an account with them. If the monthly amount spent with the Ad Platform is less than 80% of the agreed Budget, the unused amount will be transferred to the Budget for the next month. At the end of the Campaign, any unused Budget will expire.
    13. Completion of the Campaign build and launch time depends upon your responsiveness to our requests. When requested, you must provide us with website information, visitor statistics, suggested Ad Keywords for key phrase testing and any copy suggestions for ad creation. We are not responsible for any delays in provisioning the Campaign which may occur as a result of your failure to respond as requested or required.
    14. We will need to limit access to the Ad Platform account for the duration of your campaign being managed to ensure we are able to fully control and optimise your campaign outcomes. This means that you will not be provided account access unless this is 'read only' access.
    15. Please note that if you wish to suspend (temporarily pause) Supplier management of your AdWords accounts then your Google advertising must also be suspended/temporarily pause (which we will arrange).
    Acknowledgements
    16. You acknowledge that we have no control over the advertising polices of Google with respect to the sites and/or content that it accepts now or in the future. Your Campaign may be rejected or excluded at any time at the sole discretion of Google in line with their Google Ads Policy http://support.google.com/adwordspolicy.
    17. You acknowledge that we have no control over the advertising polices of Microsoft with respect to the sites and/or content that it accepts now or in the future. Your Campaign may be rejected or excluded at any time at the sole discretion of Microsoft in line with their Microsoft Advertising Policy https://about.ads.microsoft.com/en-au/resources/policies.
    18. We will use best endeavours to ensure that your advertisement will appear on the Ad Platform searches, however we make no warranty that the Service will generate any increase in sales, business activity, profits or any other form of improvement to your business.
    19. You acknowledge we reserve the right to not set up your ConvertoPages account.
    20. You acknowledge we reserve the right to stop managing your ConvertoPages account and terminate our services at any time by written (or email) notice to you.
    21. If you wish to suspend or cancel our management of your ConvertoPages accounts at any time then please let us know by phone or email.
    22. Upon termination of our services all ConvertoPages will be taken down and not accessible as they remain the property of supplier and may delete any Customer archived data within 30 days after the date of termination.
    Cancellation and Termination
    23. All performance estimates are not guaranteed and imply no guarantee.
    24. In the event you terminate the Google AdWords service within the minimum 3 month term, the balance of the fees of the remaining term becomes due and payable immediately
        1. Failure to pay the balance of the fees for the remainder of the term may result in the commencement of legal proceedings against you, under which circumstances all legal costs and other administrative expenses will be recoverable on a full indemnity basis from you.
        2. Time spent by employees of Clickmatix recovering payments will be charged at an hourly rate of $150 + GST.
    25. You may place Campaigns on hold at any time at the conclusion of any minimum term (if applicable) by providing 30 days’ prior written notice (On Hold). On Hold requests will automatically suspend all access to the Campaign. Campaigns may remain On Hold for a maximum period of one 1 month, after which time they may be cancelled without notification. Restarting any Campaign which is On Hold is solely your responsibility.
    26. You will be liable to pay all fees for the minimum term even if you terminate the service before the end of the term.
    27. Cancellation will automatically terminate all access to the Campaign.
    Publication
    28. Once we have created the Campaign, we will automatically publish to Google and other applicable advertising channels. You acknowledge and accept this may occur without your approval being requested, and you authorise us to publish in this manner.
    29. Once published, you will have the opportunity to review the Campaign and provide us with any revision requests.
    30. If you have objections to the Campaign, you must immediately notify us via email and specify the reasons for your objections. We will investigate those reasons and, where we consider such objections to be reasonable, genuine issues raised in good faith, attempt to resolve.
17. SEARCH ENGINE OPTIMISATION (SEO)
    General
    1. Upon your request, we agree to optimise your Website in accordance with the Proposal.
    2. Clickmatix and its search engine optimisation service provides no guarantee of any nature to the client with respect to search engine rankings, positioning and the resultant demand for, or sales of, the client's products or services. Further, you acknowledge that SEO is governed by many factors which are outside our direct control and may affect the ranking of the website / overall performance of SEO. For example:
       1. if your website has poor or duplicate content;
       2. if your website is on an SEO unfriendly content management system (CMS);
       3. if we cannot get access to your hosting and or CMS;
       4. if your website is suffering from a penalty, either automatic or manual from Google;
       5. if your website has an unnatural link profile; or
       6. if your website is hosted on a slow or blacklisted server.
    3. In addition, you acknowledge that Google continually updates its search algorithm, which may have a negative impact on your website rankings at any time. In such circumstances, we will endeavour to rectify any negative impact as quickly as possible but make no guarantee rankings will improve.
    4. In rare circumstances, we may have to move your website to a new domain to remove a penalty and you must accept this recommendation.
    Term of the service
    5. All performance estimates are not guaranteed and imply no guarantee.
    6. In the event you terminate the SEO service within the minimum 12 month term, the balance of the fees for the remaining term becomes due and payable immediately.
    7. You will be liable to pay all fees for the minimum term even if you terminate the service before the end of the term.
    Acknowledgements
    8. The parties shall agree on the key phrase or key phrases (depending on the Services that you have elected to obtain from us) in respect of which we will provide the services (as the context requires, depending on the services that you have elected to obtain from us (Agreed Key phrases).
    9. You agree that we may from time to time during the service, propose changes to any website owned or operated by you in respect of which the services are being provided (Your Website), including, without limitation, to suggest adjustments to Your Website in the event that search engine algorithms change, and which we consider might assist you in improving the ranking of Your Website (Optimisation Change(s)).
    10. If you agree to provide us with file transfer protocol access (FTP Access) to Your Website, we agree not to make any Optimisation Changes to Your Website, without your prior written consent to such Optimisation Changes.
    11. In the event that you do not agree to provide us with FTP Access, we agree that any Optimisation Changes will be provided by us to you in writing.
    12. We agree to provide you with monthly written ranking reports with respect to the Agreed Key phrases (Benchmark Report).
    13. You warrant that you are entitled to market and promote the products and services which are featured on Your Website, you have obtained all approvals, licences and authorisations required to market and promote those products and services, and the content appearing on Your Website and Your Website Materials are complete, true and correct and are not misleading or deceptive.
18. FACEBOOK SERVICES
    General
    1. Upon your request, we agree to promote your business on Facebook in accordance with the Proposal.
    2. You acknowledge 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 your liability to pay our fees.
    3. You acknowledge that we makes no warranty or guarantee that Facebook advertising will generate any increase in sales or business activity and you will not hold us liable for any loss or damage arising from Facebook advertisement.
    4. You acknowledge you are 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, our management fee will continue to be charged and there will be no refunds or credits.
    Term of the Facebook service
    5. All performance estimates are not guaranteed and imply no guarantee.
    6. You will be liable to pay all fees for the minimum term even if you terminate the service before the end of the term.
    7. In the event you terminate the Facebook service within the minimum 3 month term, the balance of the fees for the remaining term become due and payable immediately.
    Facebook Advertising
    8. Prior to commencement of a Facebook advertising campaign, the parties will agree upon the fee charged for managing the Campaign (Management Fee), the minimum term for the Campaign, target Facebook advertising spend (Ad Spend) and a monthly budget to be spent with Facebook (Budget).
    9. We will plan for and use reasonable endeavours to spend the full Budget each month. There will be no refunds given or credits transferred to subsequent months if the full amount is not spent within that month.
    10. All performance estimates are not guaranteed and imply no guarantee.
    11. Add-on packs may be purchased on a month by month basis at any time.
    Third party sites
    12. We may rely on websites operated by third parties outside our control (Third Party Sites) in the provision of the services. We are not responsible for availability, accuracy, legality or decency of material or copyright compliance of the Third Party Sites.
    13. Linking to Third Party Sites is entirely at your own risk and we are not liable or responsible for any advertising, products or materials on Third Party Sites.
    14. We are not responsible or liable in any way for any loss or damage you incur or allege to have incurred, either directly or indirectly, as a result of your use and/or reliance upon a Third Party Site.
19. GOOGLE MAP OPTIMISATION
    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 may 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; and
       3. having your Google place map embedded on your website.
    6. You acknowledge there are no guarantees for any marketing or advertising campaigns on Google Maps.
    7. Our local maps optimization includes citation building with backlinks to your website, which can help you with your organic rankings.
    8. We cannot guarantee Google Maps rankings.
    9. If your business has moved locations recently we need to first clean up all the pieces of information about your business/listings online. Get in touch with us if your business has recently moved to a new location, changed business names or you have changed your phone number.
20. INTELLECTUAL PROPERTY
    1. The intellectual property in the technology and content we provide, unless specified otherwise in writing, is owned by or licensed to us. Content includes but not limited to text, graphics, logos, icons, images, sound clips, video clips, data compilations, page layout, underlying code and software.
    2. Upon full payment of the fee for the services as noted in the Proposal, we hereby agree to transfer to you 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, excluding the Web Design, Landing Pages and Sales Funnels services, the intellectual property rights for which are dealt with in clause 15.
    3. In relation to the content provided to us, you warrant:
       1. you 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.
21. LIABILITY IS LIMITED
    1. The disclaimers, limitations of liability and indemnities within these Terms do not exclude rights that may not be excluded by law, including but not limited to, those rights under the Australian Consumer Law.
    2. We do not make any express or implied representation or warranty about, or shall be liable, in contract, tort (including negligence) or otherwise, for any direct, indirect, special or consequential loss, damages or reliance in connection with any of our Site, our products and services or Our Content.
    3. In no event will we be liable for any damages whatsoever, including but not limited to any direct, indirect, special, consequential, punitive or incidental damages, or damages for loss of use, profits, data or other intangibles, or the cost of procurement of substitute products or services arising out of or related to the use, inability to use, unauthorised use or reliance upon this Site, our products and services or Our Content.
    4. These limitations and terms include (but are not restricted to) loss or damage you might suffer as a result of:
       1. Reliance on the completeness, accuracy, suitability or currency of information, products or services irrespective of any verifying measures taken by us (including third party material and advertisements)
       2. Failure of performance, error, omission, interruption, deletion, defect, failure to correct defects, delay in operation or transmission, computer virus or harmful component, loss of data, interruption of business, communication line failure, unlawful third party conduct, or theft, destruction, alteration or unauthorised access to records.
       3. Accessing websites or servers maintained by other organisations through links on our Site. Links are provided for convenience only. We do not endorse linked websites nor their services and you access them at your own risk.
       4. The use of credit card or other financial information, failure to complete (or delay in completing) any transaction, or other loss or damage arising from any transaction made or attempted on our Site.
    5. This clause survives termination of these Terms.
22. YOUR INDEMNITY
    1. You indemnify us, our officers, employees and agents from all actions, suits, claims, demands, liabilities, costs, expenses, loss and damage (including legal fees on a full indemnity basis) incurred or suffered by you or us as a direct or indirect consequence of using or attempting to use our information, products, services or any breach by you or your agents of these Terms.
    2. We are not responsible for, and expressly disclaim all liability to the fullest extent permitted by law, for damages of any kind arising out of use, reference to, or reliance on any information contained within our Site, Our Community or through use of our products or services.
    3. This clause survives termination of these Terms.
23. NO DISPARAGEMENT
    1. At all times, you must not make any public or private statement or comment, whether oral or in writing, which in our reasonable opinion is adverse to the interest, reputation or commercial standing of or is in any respect a disparaging remark or representation about us and/or any of our services nor any statement that is false and does or has the tendency to damage our reputation of by any method including but not limited to any social media platform or review website anywhere in the world.
    2. Should you breach this clause, you hereby indemnify us in accordance with clause 22 above.
    3. This clause survives termination of these Terms.
24. LINKED WEBSITES, AFFILIATES OR SPONSORS
    1. Any links to other websites on our Site, which are not operated by us are not controlled by us and we accept no responsibility for them or for any loss or damage that may arise from your use of them. Your use of any linked sites will be subject to the terms of use and service contained within each such site.
    2. As affiliates of certain services we may also receive compensation for recommending, endorsing or promoting services as featured on our Site or in the course of delivering our services. Any affiliation or sponsorship is for remuneration purposes only and is not an expression of our own recommendation, endorsement or promotion of those services which are not our own.
    3. We make no representation or warranty as to the recommendations, endorsements or promotions we make of certain services, unless expressly stated otherwise. You acknowledge and agree that any remuneration or other non-monetary benefit we receive from our affiliated, endorsed or sponsored services is for the purposes of that affiliation, endorsement and sponsorship only. We expressly disclaim any liability arising from your use or reliance of any recommended, endorsed or promoted services by us which are not our own and caution you to make your own independent inquiry prior to any such use or purchase.
25. SEVERABILITY
    1. If any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect.
26. NO ASSIGNMENT
    1. No party may transfer or assign its rights under these Terms, without our prior written consent of the other party.
27. SUPPORT PACKAGE
    1. Telephone Support: We will provide support via phone and facsimile. Technical support is available Monday to Thursday 9 am – 5 pm and Friday 9 pm – 4 pm AEST.
    2. Website Support: We will provide you with access to your website support section. Specific offerings on the website may change from time to time at our discretion. We note our website provides answers to frequently asked questions.
    3. Email Support: We will provide you with email support Monday to Thursday 9 am – 5 pm and Friday 9 pm – 4 pm AEST.
28. DISPUTE RESOLUTION
    1. If a dispute arises between the parties in relation to these Terms, the dispute must be dealt with in accordance with this clause.
    2. Any party claiming that a dispute exists must notify the other party to the dispute (Second Party) in writing of the nature of the dispute.
    3. In the case of claims against us, all notices are to be provided support@clickmatix.com.au.
    4. If the dispute is not resolved by agreement within 5 business days of the Second Party receiving the notice referred to above, either party may refer the matter to mediation conducted by a mediator agreed between the parties within a further 5 business days or failing agreement within that period, as appointed by the executive director for the time being of the Australian Commercial Disputes Centre Limited.
    5. Once a mediator is appointed, the parties agree that:
       1. The costs of the mediator shall be borne equally between the disputing parties.
       2. The chosen mediator shall determine the procedures for mediation
       3. The chosen mediator will not have the power or authority to make any other determination in relation to the dispute.
    6. If the parties have not mediated a resolution of the dispute within 10 business days of the selection of a mediator, neither party shall be obliged to continue any attempt at mediation under this clause, and either party may then commence such legal proceedings as it considers fit in relation to the dispute.
    7. Nothing in this clause prevents a party from commencing proceedings seeking urgent interlocutory relief from a court of competent jurisdiction to hear the matter, if, in that party’s reasonable opinion, it is necessary to protect their rights.
    8. Despite the existence of a dispute the parties must continue to comply with their obligations under the contract.
    9. This clause survives termination of these Terms.
29. APPLICABLE LAW
    1. These Terms shall be construed in accordance with and governed by the laws of Victoria, Australia. You consent to the exclusive jurisdiction of the courts in Victoria to determine any matter or dispute which arises between us.
30. YOUR FEEDBACK
    1. We welcome enquiries or feedback on our Site. Unless specifically stated by you, we shall treat any information you provide us with, as non-proprietary and non-confidential. Please see our Privacy Policy for further details.
    2. If you have questions or comments regarding this Site or our services, please email us at support@clickmatix.com.au. These Terms were last updated in February 2021.