TERMS + CONDITIONS
These Terms and Conditions will apply to every supply of Services including the Tradies Get Online. Tradies Get Online reserves the right to vary these Terms and Conditions at any time by submitting to you a copy of the amended Terms and Conditions. Otherwise these Terms and Conditions may only be altered or waived in writing signed by the Founder of Tradies Get Online.
1. TERMS AND THEIR MEANINGS
In these Terms and Conditions, the following words commencing with a capital have the following meanings:
Agreement: has the meaning as set out in clause 4.10;
Conversion Rate Optimisation or CRO: means optimising the conversion rate of your Web Site and Landing Page/s; Email Marketing: means the email marketing services provided by Tradies Get Online under this Agreement designed to promote your business to your customers via email. Fluid Online Marketing: means any service related to the development for you of a marketing strategy, including but not limited to any of the following services:
a) meetings held with you in relation to your marketing strategy,
including but not limited to a scope meeting to determine your
c) the development of a marketing strategy;
d) reporting to you on the performance of your marketing strategy;
e) monitoring the results of your marketing strategy and varying it
GST: means Goods and Service Tax imposed in Australia by legislation; Losses: means any direct, indirect, consequential or incidental loss, costs, damages or expenses of any nature whatsoever and howsoever caused including, but not limited to, loss of profits, loss of savings or other incidental or consequential damages, and any claims, actions, or demands in relation to any of the foregoing; Mobile Design Services: means any service related to the design of a Web Site specifically tailored for mobile devices, including but not limited to mobile telephones. Pay Per Click Advertising or PPC: means an advertising model in which advertisers pay for clicks to their website from Search Engines and advertising networks predominantly, but not limited to, Google Adwords and Yahoo Search Marketing; Quote: means the written communication setting out the Services to be undertaken and the fees payable in respect to such Services and may include additional terms and conditions of trade; Search Engine: means a tool designed to search for information on the Internet, such as Google, Yahoo and Bing. Search Engine Optimisation or SEO: means any service which is designed to assist your Web Site gain a higher listing in the Search Engines; Services: means the provision of services by
Tradies Get Online, including but not limited to any services in relation to:
a) Search Engine Optimisation,
b) Pay Per Click Advertising,
c) Social Media Services,
d) Mobile Design Services,
e) Conversion Rate Optimisation
f) Fluid Online Marketing;
g) Web Design and
h) Email Marketing Services.
Social Media Services: means any service which is designed to promote your brand through a platform such as, but not limited to services provided under Tradies Get Online with respect to Facebook, Twitter, YouTube, Pinterest or LinkedIn; Web Design: means the design, modification and/or development of a Web Site;
Tradies Get Online is a trading name under Project Stefania (ABN 23 602
We, our and us: means Tradies Get Online; Web Site: means your company website or the website which Tradies Get Online is designing and / or marketing; and You and your: means the entity which requests the Services from Tradies Get Online or to
which the Services are delivered by Tradies Get Online and includes that entities Agents and permitted assigns.
2. PROVISION OF SERVICES
2.1 Provision + Acceptance of Quotes
2.1.1 Provided that we receive an acknowledgment and order
confirmation of a Quote within one (1) month of receipt of a Quote by
you, we will provide the Services in accordance with the Quote.
2.1.2 Subject to clause 2.1.1, following confirmation of our engagement, we will have no obligation to perform any task or Services on your behalf unless it is expressly set out in the Quote or otherwise agreed in writing by us.
2.2 Web Design/Secure Web Page/virus protection terms
2.2.1 We retain ownership of any Web Site, and the intellectual property and rights attaching to same, developed by us on your behalf including but not limited to any content developed by us, until such time as payment of all amounts owed to us as set out in the applicable Quote are received. Upon receipt of all such amounts all right title and interest in your Web Site including any content developed by us on your behalf will automatically be assigned from Tradies Get Online to you, including source files and codes developed by Tradies Get Online on your behalf.
2.2.2 You will be responsible for maintaining backups of your Web Site and any customer data which is generated from your Web Site marketing.
2.2.3 You will be the owner of, and responsible for, all images purchased and displayed on your Web Site (with the exception of content developed by Tradies Get Online ownership of which shall be dealt with in accordance with clause 2.2.1).
2.2.4 You warrant to us that:
a) you will only use your Web Site for lawful purposes;
b) you will not knowingly or recklessly post, link to or transmit on your Web Site any material: that is unlawful; or containing a virus or other hostile computer program; that shall constitute or encourage a criminal offence, give rise to civil liability or that violates or infringes any trademark, other intellectual property rights or similar rights of any person under the laws of any jurisdiction; and
c) any transactions within your Web Site which are contracts for sale of goods or services will be between you as the merchant and your end-user customer;
d) the information contained within your Web Site will comply with applicable law, and codes of practice governing the use of internet and related services, including, without limitation, those codes of practice governing distance selling and data from time to time in force; and
e) you will keep secure any identification, password and other Confidential Information relating to your account and you will notify us immediately of any known or suspected unauthorised use of your account, or any or suspected breach of security, including loss, theft or disclosure of your password information.
2.2.5 Notwithstanding notification of any breach of security as required pursuant to the warranty in clause 2.2.4 (e), you will be liable for any and all uses of your Web Site including but not limited to any fraudulent or improper use of your password or any other access to any of the facilities or Services provided by Tradies Get Online with the exception of unauthorised use or access by Tradies Get Online.
2.2.6 It is your responsibility to ensure that you have appropriate virus protection software in place.
2.2.7 If the provision of our Web Design services is delayed for over one month due to circumstances within your control without your prior written notice to us, we may reschedule the provision of the Web Design services to you and charge you an additional fee of up to 10% of the total Web Design fee to cover our administration expenses.
2.3 Search Engine Optimisation Services
2.3.1 Subject to clause 2.1.1, while we will try to improve the position of your Web Site in Search Engine results in response to a search request, we do not warrant that this effort is in any way guaranteed. You acknowledge that our SEO services are focused primarily on achieving improvements in the position of your Web Site when undertaking certain key word searches using the Google Search Engine.
2.3.2 You acknowledge that, unless the Quote provides for exclusive dealing, Tradies Get Online may at its discretion offer SEO services to businesses in competition with you and/or businesses in the same or a similar industry as you.
2.3.3 We do not guarantee, warrant or represent that a higher ranking of your Web Site in Search Engine results will result in increased traffic to your Web Site and/or increased sales.
2.3.4 We use paid and free methods in an attempt to raise the ranking of your Web Site in Search Engine results. We disclose, and you acknowledge, that without notice Search Engines, in particular Google, can devalue a particular method which may lead to a lower ranking of your Web Site in Search Engine results. We cannot be held responsible for a lower ranking of your Web Site in Search Engine results.
2.4 Pay Per Click Advertising (“PPC”)
2.4.1 Subject to clause 2.1.1, we will manage your PPC budget
2.4.2Payment of the PPC budget will be made by you directly to the Search Engine provider, in particular Google, and you indemnify us from all such claims.
2.4.3 We do not guarantee, warrant or represent that PPC will result in increased traffic to your Web Site and/or increased sales.
2.4.4 We will not be responsible for any errors or miscalculation of fees made by Google or other Search Engines. 2.4.5 To terminate your PPC campaign you must provide us with at least two (2) working days notice in writing. You will be liable for any fees incurred during the notice period.
2.4.6 We will not be responsible for any loss of your PPC budget due to downtime of your Web Site or Web Site hosting. 2.5 Social Media Services
2.5.1 Subject to clause 2.1.1, if requested we shall assist you to promote your brand through a social media platform such as but not limited to Facebook, Twitter, YouTube, Pinterest or LinkedIn.
2.5.2 Payment of Facebook Advertisements or other social media will be made directly to the specific social platform and you indemnify us from all such claims. 2.5.3 We will also provide Facebook and/or LinkedIn Advertisement Management as per Quote. 2.5.4 We do not guarantee, warrant or represent that Social Media Services will result in increased traffic to your Web Site and/or increased sales and/or increased media reach. 2.5.5 We will not be responsible for any errors or miscalculation of fees made by Facebook or other social medias.
2.5.6 The minimum term for the Social Media Service is three (2) months and thereafter to terminate the Social Media Services you must provide us with at least thirty (30) working days’ notice in writing.
2.6 Conversion of Rate Optimisation (“CRO”)
2.6.1 Subject to clause 2.1.1, we shall seek to optimise the conversion rate of your Website.
2.6.2 You acknowledge that while we try to optimise the conversion rate of your Website, we do not warrant that this effort is in any way guaranteed unless expressly so stated within the Quote.
2.7 Email Marketing Services 2.7.1 Subject to clause 2.1.1 we will provide Email Marketing Services and will ensure that in the provision of Email Marketing Services:
a) the services including any emails prepared by us will comply with all applicable laws, and codes of practice governing the use of internet and related services, including, without limitation, data privacy and spam laws; b) we will keep secure any of your Confidential Information and will notify you immediately of any known or suspected unauthorised use of or access to your Confidential Information, or any or suspected breach of security related to the Services.
2.8 Fluid Online Marketing Subject to clause 2.1.1, we will use our best endeavours to develop a suitable marketing strategy for you, however, unless expressly stated in any quote, we do not guarantee, warrant or represent that the Fluid Online Marketing will result in increased traffic to your Web Site or increased sales or in you achieving any marketing or other goals you may have.
3. EXCLUSION AND LIMITATION OF LIABILITY
3.1 With the exception of any warranties that are unable to be excluded either at law or under Statute, all conditions and warranties, whether express or implied and whether arising under legislation or otherwise, as to the condition, suitability, quality or fitness of the Services are expressly excluded.
3.2 Without limiting the generality of clause 3.1, we expressly provide no warranty in relation to:
a) the effectiveness of our virus protection software nor do we warrant that all information uploaded or transmitted from us to your computer network will be free from viruses;
b) the Services will be error free or free from interruption failure; and
c) system and/or service availability, accessibility or performance.
3.3 The liability of Tradies Get Online:
a) for a breach of a condition or warranty implied by law, Statute or otherwise, and which cannot be excluded; and
b) in respect to any other Losses suffered or incurred by you or any person or entity related to or associated with you arising out of or in connection with performance of the Services; will be limited to any one of the following as determined by Tradies Get Online:
c) the supplying of the Services again; or
d) the payment of the cost of having the Services supplied again.
3.4 Notwithstanding anything to the contrary contained within these Terms and Conditions, these Terms and Conditions will not be read or applied so as to purport to exclude, restrict or modify or have the effect of excluding, restricting or modifying the application in relation to the supply of any services pursuant to this Agreement of all or any of the provisions of Chapters 2 and 3 of the Schedule 2 to the Competition and Consumer Act 2010 or any other provisions of that Act or of any other Act of the Commonwealth of Australia or of any State or Territory of the Commonwealth of Australia which by law cannot be excluded, restricted or modified.
3.5 You indemnify, on a full indemnity basis, and agree to keep indemnified, Tradies Get Online from all Losses suffered by Tradies Get Online directly arising as a result of the provision of the Services including but not limited to any Losses arising from any action, claims, demands or suits commenced or made against Tradies Get Online by any third party.
4. GENERAL TERMS AND CONDITIONS
We shall use reasonable endeavors to provide continuing availability
of the Services but we shall not, in any event, be liable for Service
4.2 Property Rights and other consents
You are solely responsible for obtaining any and all necessary consents and authorisations in relation to all material, images and content whatsoever that appears on or is used in your Web Site including without limitation in respect of your proposed domain name, logos, pictures, text, merchant services agreements and any other information you provide to us.
4.3.1 Subject to any fixed term as set out in the Quote, either party may terminate this Agreement by giving thirty (30) days written notice to the other party. In the event you terminate this Agreement without cause, this Agreement is terminated by us pursuant to either clause
4.3.2 or clause 4.3.3, during a fixed term period, then you will be liable to pay us on demand the aggregate of:
a) all unpaid fees pursuant to the Quote to the date of the termination of this Agreement together with any monies which are payable to Tradies Get Online pursuant to the Terms and Conditions hereof and;
b) the balance of fees payable from the date of the termination to the end of the initial term which would have been payable had the Agreement not be terminated. You acknowledge the monies payable under this subclause 4.3.1 represents a true and accurate assessment of our liquidated damages arising from any termination of this Agreement as set out in this clause) during the fixed term period.
4.3.2 We may terminate this Agreement immediately by notice in writing to you if you fail to make payments in regards to the Services to us as and when they fall due and you fail to rectify the failure to pay within five (5) working days from receipt of notice from us requesting rectification.
4.3.3 We may terminate this Agreement immediately by notice in writing to you if you:
a) are in breach of any of these Terms and Conditions and you fail to rectify such breach within five (5) working days from receipt of notice from us requesting rectification of same; or
b) you are in breach of clause 4.6 of these Terms and Conditions; or
c) if you are a company and you go into liquidation, administration or receivership; or
d) if you are a person and you are declared bankrupt.
4.3.4 Notwithstanding anything else in clause 4.3 above, you may terminate this Agreement within the first 90 days (“Trial Period”), for any reason, by giving us 14 days written notice. Any such notice must be received by us within the Trial Period. If the Agreement is validly terminated within the Trial Period you will only be liable for the fees incurred during the Trial Period up to and including the 14 days after notice was received by us. If the notice is not received by us within the Trial Period you will be subject to any fixed term as set out in the
4.4.1 Subject to any increase in accordance with clause 4.4.2, all fees payable by you to us for the Services shall be as outlined in the Quote and shall be due and payable within fourteen (14) days of receipt of our invoice in relation to such Services. For the purposes of clause 2.2.1, the payment of your final instalment as set out in your Quote will trigger the automatic assignment from Tradies Get Online to you of the right, title and interest in all the intellectual property and content contained on your Web Site as provided for in 2.2.1.
4.4.2 We reserve the right to increase our fees for provision of the Services from time to time by giving you a minimum of thirty (30) days written notice, provided that should such notice be given during a fixed term period you will be entitled to terminate this Agreement by giving thirty (30) days written notice and should you not agree to the increased fees.
4.4.3 The provision, or continued provision, by us of the Services is contingent upon our receipt of payment in full from you in accordance with the applicable Quote. Without prejudice to any other rights and remedies we may have, we reserve the right to suspend the provision of the Services to you in the event of late payment of any amounts owed by you to us. 4.4.4 In the event that any amount has not been paid by you as it falls due in accordance clause 4.4.1 and/or clause 4.4.7 (“Due Date”), interest on the outstanding amount will be payable by you in accordance with this clause
4.4.4. Such interest shall accrue on the outstanding amount from time to time at the rate of ten percent (10%) per annum from the Due Date until the outstanding amount is paid to Tradies Get Online in full, such interest to be calculated on a daily basis and paid monthly in arrears. For the avoidance of doubt, the first of such interest payments will be due one month after the Due Date, or as otherwise directed by Tradies Get Online. 4.4.5 In addition to interest payable pursuant to clause you will be liable, and you agree to immediately reimburse Tradies Get Online upon demand, for any costs incurred by Tradies Get Online in relation to collection of any outstanding amounts owed by you to us including but not limited to legal costs.
4.4.6 In addition, to the extent of any outstanding amounts, you grant us a security interest over your business assets (defined as personal property in the Personal Property Securities Act 2009) pursuant to the interest created by these Terms and Conditions.
4.4.7 Upon provision of a credit card account, you give us authorisation to automatically debit your credit card in relation to all amounts owed by you to us for provision of the Services and as set out in applicable invoices
4.4.8 In relation to Web Design services, unless agreed with you otherwise, the Quote we provide to you shall be payable in six (6) equal monthly instalments as follows:
The first instalment: at the commencement of the Web Design
The second instalment: on the date one month following the commencement of the Web Design services;
The third instalment: on the date two months following the commencement of the Web Design services.
The fourth instalment: on the date three months following the commencement of the Web Design services.
The fifth instalment: on the date four months following the commencement of the Web Design services.
The sixth instalment: on the date five months following the commencement of the Web Design services.
You must make payment for the above invoices even if the provision of our Web Design services is delayed due to circumstances within your control.
4.4.9 Unless otherwise stated in the Quote the Customer is required to pay any GST payable by Tradies Get Online in respect of the Services at the same time payment to Tradies Get Online is required for its fees.
4.5 Consent to Link to Website
Unless you expressly request otherwise, Tradies Get Online may free of charge insert a hyperlink on your Web Site to a web site hosted by Tradies Get Online which describes the services provided by Tradies Get Online and you consent to such hyperlink being inserted on your Web Site.
If any clause of these Terms and Conditions is held to be invalid and/ or unenforceable in whole or in part, the invalid or unenforceable shall be deemed to be omitted.
4.7 Non Poach
During the term of this Agreement and for a period of six (6) months thereafter you must not directly or indirectly, without our prior written consent:
a) Induce or assist in the inducement of any director, manager or employee of Tradies Get Online to leave, or terminate, his or her employment with Tradies Get Online, whether or not that person would commit a breach of that person’s contract of employment; or
b) employ any person who during the term of this Agreement was a director, manager, employee of or consultant to Tradies Get Online. You acknowledge this clause is necessary to protect our business.
The benefit of the Agreement may be assigned by us.
You may not assign the Agreement or otherwise transfer the benefit of this Agreement or a right or remedy under it, without our prior written consent. Such consent not to be unreasonably withheld or delayed.
4.9 Change to Terms
We may change the Terms and Conditions at any time by providing you thirty (30) days notice in writing setting out details of the change, provided that should such change be notified during a fixed term period and you should be entitled to terminate this Agreement with thirty (30) days notice should you not agree to the amendment.
4.10 Entire Agreement
These Terms and Conditions together with the Quote, constitute the entire agreement with you (“the Agreement”), and supersede all prior agreements, understandings representations whether oral or written. No oral explanation or information given by any party shall alter the interpretation of these terms and conditions.
4.11 Governing Law
This agreement shall be governed by the laws in force in the state of New South Wales, Australia. Both parties hereby submit to the exclusive jurisdiction of the Courts of that State.
In the event of any inconsistency between these Terms and Conditions and the terms and conditions contained in the Quote, the terms and conditions of the Quote will prevail.
Any failure or delay to exercise a power or right by us under these Terms and Conditions does not operate as a waiver of that power or right unless it is signed in writing.