1.1: “Client” or “you” means the party specified under the heading “Client Details” in the contract confirmation, and is used to describe your business or individuals acting on your behalf. “Direct Clicks” or “we” means DirectClicks Pty Limited ABN 85 892 691 223 and the Direct Clicks product. “Contract Minimum Term” or “Minimum term” means the period, if any, specified as “Contract Minimum Term” in the contract confirmation. “Security” or “Security deposit” means the amount or amounts, if any, specified in the contract confirmation as “Advertising Security”. “Start date” means the date specified under the heading “Contract Start Date” on the contract confirmation. “Term of this agreement” means, in relation to each of the services, the period commencing on the date of the contract confirmation, and ending when this agreement, or that part of this agreement that relates to those services, is validly terminated. “Website design fee” means the amount specified under the heading “Website Design and Development” in the contract confirmation. “Hosting Fee” means the sum specified under the heading “Website Hosting” or “Website Hosting + Email” or “Website hosting + Email + Changes” in the contract confirmation.
2.1: You are engaging Direct Clicks to develop and/or improve a website to be installed on either your web host or our provided web host; or managing an online advertising campaign for you; or performing Search Engine Optimisation on your website; or hosting of your website, with or without email support.
2.2: If you are engaging Direct Clicks to manage Google AdWords advertising product, you must agree to the Google AdWords terms and conditions at: https://adwords.google.com.au/select/tsandcsfinder
2.3: If you are engaging Direct Clicks to manage Bing advertising product, you must agree to the Bing Advertising Agreement at: https://advertise.bingads.microsoft.com/en-us/cl/33562/microsoft-bing-ads-agreement
2.4: If you are engaging Direct Clicks to manage Facebook advertising product, you must agree to the Facebook Advertising Policy at: https://www.facebook.com/policies/ads
2.5: By entering into an agreement with Direct Clicks, you hereby authorise Direct Clicks to access your hosting accounts, and authorise the web hosting service to provide Direct Clicks with permission to any domain name or server details.
3.1: You agree to defend, indemnify and hold Direct Clicks harmless from and against any and all claims, losses, liabilities and expenses (including solicitors’ fees) related to or arising out of the Services provided by Direct Clicks to you under this Agreement, including without limitation claims made by third parties (including your customers) related to any false advertising claims, liability claims for products or services sold by you, claims for patent, copyright or trademark infringement, claims due to disruption or malfunction of services provided here under, or for any content published by you using the Services, otherwise than pursuant to a non-excludable law.
4. VARIATION OF AGREEMENT
4.1: Direct Clicks may from time to time vary the terms, charges and conditions outlined in this agreement. The version of this agreement that is published at www.directclicks.com.au should always be taken as the binding and most recent version of these terms of agreement.
5.1: The authorised representative of the client who signs the contract confirmation on behalf of the client hereby personally guarantees all of the obligations of the client pursuant to this agreement. Without limiting the foregoing, the authorised representative personally guarantees to Direct Clicks the due payment by the client of all of its obligations pursuant to this agreement.
6. UNPAID ACCOUNTS
6.1: Direct Clicks will perform its obligations pursuant to this agreement at all times during the Term that there is no money that is owing and has remained owing by you to Direct Clicks for more than 14 days. During this period, Direct Clicks shall make reasonable endeavours to permit you to access information and data held by Direct Clicks on your behalf.
6.2: If an amount owing to Direct Clicks by you remains outstanding for three months, you shall be deemed to no longer require Direct Clicks to retain any information or data on your behalf, and Direct Clicks may remove such data from their records in such manner as Direct Clicks sees fit.
7. CANCELLATIONS POLICY
7.1: All accounts require a one (1) month notice in writing to cancel their account after the Contract Minimum Term date. Any changes to the agreement, including changes to the monthly fee, also require one (1) month’s written notice. If you wish to cancel your account at the end of the Minimum Term, we require one (1) month’s written notice prior to the end date of the Minimum Term. Otherwise, another full month’s payment is due on the next billing date.
7.2: Notwithstanding the above, and unless otherwise agreed in writing, this agreement may be terminated by Direct Clicks without notice if you fail to make any specific payment in full (without prior arrangement) to Direct Clicks or if you misuse the services or fail to comply with your obligations under the agreement.
7.3: Direct Clicks reserves the right to restrict, suspend or terminate access to all or any part of the Service if you fail to comply with your obligations as defined within these terms and conditions.
8. LIMITATION OF LIABILITY
8.1: Direct Clicks does not warrant that you will receive continual and uninterrupted services during the Term of this agreement.
8.2: In no event will Direct Clicks, its Directors, agents or employees be liable to you or any third party for any damages, including any lost profits, lost savings or other incidental, consequential or special damages arising out of the operation of or inability to operate these web pages, website, hosting, domain call tracking or email services, even if Direct Clicks has been advised of the possibility of such damages.
8.3: You acknowledge that Direct Clicks makes no warranty in relation to your customer base, or the quality, frequency or inflow of your customers, or customers that will contact you during the term of this agreement or otherwise.
8.4: You release us from any claim or potential claim with relation to outages and any loss of business/service suffered by you or any third party.
9. CREATIVE WORK
9.1: If you instruct or require Direct Clicks to carry out any creative or discretionary tasks or work, Direct Clicks shall in no way be liable for any costs or claims that arise as a result of that work or task.
10. WEBSITE SETUP
10.1: The initial number and name of website pages will be finalised during the sale. Further phone and email consultation will allow for text, images and any other copy to be sent.
10.2: A website template or an existing website reference will be supplied by you during the sale to give the website designer guidance in achieving a look and feel that fits your business.
10.3: If requested, we then agree to provide a further 2 hours of assistance in adjusting the website.
10.4: Further design requirements and website changes after the period specified in 10.3. will be charged at Direct Clicks’ standard hourly rate. Direct Clicks shall be in no way liable to you on the basis that you are dissatisfied with the design or the construction of the website.
10.5: Responsive layout: Due to the large number of brands and models of tablets, phones, and other mobile devices along with the different operating systems and installed browsers on them, Direct Click cannot guarantee that any developed site will display uniformly across all devices.
11. DOMAIN NAME REGISTRATION AND TRANSFER
11.1: During the term of this agreement, domain name purchase and registration is included in the price of your website hosting package. Direct Clicks will renew your website domain and hosting each year during the term of this agreement.
11.2: We will, if requested, transfer ownership of the domain name to you after the initial 12 month contract period, provided that there is at that time no money owing by you to Direct Clicks.
11.3: Direct Clicks will not refund any payment received in relation to web design work completed after the contract is accepted.
12. COMPLETION DATE
12.1: Direct Clicks must work together with you to complete the website in a timely manner. We agree to work expeditiously and endeavour to complete the website once you have paid the website design and Development fee in full.
12.2: You shall send us your website content as soon as possible, along with any photos, discs, brochures, logins or advertising material necessary to enable Direct Clicks to complete the website project within the planned timeframe.
12.3: If you fail to supply sufficient website content, or fail to provide that content promptly, you acknowledge that construction of the site will be extended to the extent that the supply of content is delayed. Notwithstanding such delay, you shall pay the monthly hosting fee on the Start date, and at monthly intervals until the end of the Term of this agreement.
12.4: Fees for website design and development are not refundable for any reason, including delays in the supply of material to Direct Clicks to develop the site, or the lack of final approval of the site by you.
12.5: Abandoned website developments: Any website developments that are waiting on you for approval, review, content or any other issue for a period exceeding three months will be considered abandoned. Once abandoned, a fee of 50% of the original site cost will be charged to re-start the website development project. Under no circumstances will any fees, costs or changes be refunded for any website development, abandoned or otherwise.
13.1: Despite extensive testing by both you and Direct Clicks, there is always the possibility that a part of the site does not function as planned when the site is used in a live environment by real users. We undertake to fix any ‘broken’ aspects of the site free for a period of three months after the site goes live. After this time, we would need to consider any reported problem on a case-by-case basis.
14. WEBSITE CHANGES
14.1: Direct Clicks can undertake website maintenance when requested. Any changes required must be emailed to us and we will provide you with a written quote outlining the changes proposed and the costs involved to carry out those changes. All quotes are valid for 30 days from date of issue.
14.2: Once we receive your written email approval for the quote, we will complete the scope of work as quoted within a reasonable time.
14.3: Direct Clicks will not accept any responsibility for any alterations performed either by you or a third party. Such alterations include, but are not limited to, additions, modifications and/or deletions.
15. COPYRIGHTS AND TRADEMARKS
15.1: You represent to Direct Clicks and unconditionally guarantee that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to Direct Clicks for inclusion in web pages are owned by you, or that you have permission from the rightful owner to use each of these elements, and you agree to indemnify Direct Clicks in the event that you breach a representation or guarantee pursuant to this clause.
15.2: Copyright to the finished assembled work of web pages produced by Direct Clicks is owned by you upon final payment of the website design fee.
15.3: We retain the right to use the layout and elements of coding of our pre-designed websites without any of your content (logo, pictures, text and links).
16. WEBSITE PAYMENT
16.1: The total amount of the website development cost shall be paid in full before commencement of the website project unless alternate terms have been agreed to at the time of sale.
17. MANAGEMENT FEES
17.1: Advertising product shown on the contract form means any advertising on major search engines, as well as on display networks and social media platforms.
17.2: The monthly cost as specified on the contract form includes a management fee in relation to the services rendered by Direct Clicks in the supply of adverting product, as well as the supply of other products including, as appropriate, keyword and call tracking, account optimization and reporting.
17.3: A Management Fee may be specified on the contract form as a percentage of the advertising dollar amount. While every effort is made to ensure that the difference between the advertising cost and the Management Fee is wholly spent on advertising within the month, Client accepts that variations will occur in the total spent on advertising and the exact percentage of the total budget may not be achieved.
SEARCH ENGINE OPTIMISATION
18. SEARCH ENGINE OPTIMISATION
18.1: The use of the Direct Clicks search engine optimisation service is at your own risk.
18.2: You acknowledge that Direct Clicks makes no warranty that search engine optimisation will generate any increase in sales, business activity, profits or any other form of improvement for your business or any other purpose. Whilst Direct Clicks will endeavour to take care in implementing our search engine optimisation solution it is unable to guarantee improved rankings in Australia’s major search engines.
19. LOSS OF SERVICE
19.1: We will endeavour to maintain network stability and satisfactory service levels, however: We may from time to time perform routine maintenance, service and upgrades. We will endeavour to act on such instances at the most convenient times and provide reasonable notice by any means we deem satisfactory.
19.2: We may, at our discretion provide notification of outages whether planned or unplanned.
19.3: We may experience outages beyond our control caused by any of the following; force majeure (any ‘act of God’ including those induced by negative human activities), war, invasion, act of hostilities, civil war, rebellion, military power or confiscation, terrorist activities, nationalism, governmental/quasi-governmental sanction, restraint, embargo, prohibition or intervention, blockage, labour dispute, general strike, computer hackers, lockout or failure of utilities (electricity, telephone, etc), failure of hardware (our hardware as well as that of a third party), failure of software, failed software or hardware upgrade or any other failure as caused by you, our suppliers or any third party.
20. EMAIL HOSTING
20.1: You represent and warrant that all electronic mail sent using Email Hosting provided by Direct Clicks will comply with all applicable laws, rules and regulations pertaining to the sending of electronic mail.
20.2: You agree to observe the procedures that Direct Clicks may from time to time prescribe and you shall not use the website in any way that harms other Direct Clicks customers or members of the general public.
20.3: If you are an individual, you warrant that you are at least 18 years of age and if you are a company, you warrant that the Services will not be used by anyone under the age of 18 years.
20.4: If you access or authorise or are in any way involved with any access to any other networks connected to Direct Clicks, you must comply with the laws, rules and regulations appropriate in relation to those networks.
20.5: Direct Clicks uses its best efforts to ensure the integrity and security of the Server, however, we do not guarantee that the Server will be free from unauthorized users or hackers or from corruption by virus and we shall be under no liability for non-receipt or misrouting of email or for any other failure of email or damage to data or operations.
21. LIMITATIONS OF SERVICE
21.1: Direct Clicks reserves the right to restrict the numbers of emails sent or received from your account without notice. Direct Clicks reserves the right to remove any material that we deem inappropriate from your website without notice.