Website Terms and Conditions

  • Credit

The Website Terms and Conditions section of this document was created using a Contractology template available at www.freenetlaw.com.

Introduction

These terms and conditions govern your use of this website; by using this website, you accept these terms and conditions in full.   If you disagree with these terms and conditions or any part of these terms and conditions, you must not use this website.

This website uses cookies.  By using this website and agreeing to these terms and conditions, you consent to our Clikk’s use of cookies in accordance with the terms of Clikk’s privacy policy.

License to use website

Unless otherwise stated, Clikk and/or its licensors own the intellectual property rights in the website and material on the website.  Subject to the license below, all these intellectual property rights are reserved.

You may view, download for caching purposes only, and print pages from the website for your own personal use, subject to the restrictions set out below and elsewhere in these terms and conditions.

You must not:

  • republish material from this website (including republication on another website);
  • sell, rent or sub-license material from the website;
  • show any material from the website in public;
  • reproduce, duplicate, copy or otherwise exploit material on this website for a commercial purpose;
  • edit or otherwise modify any material on the website; or
  • redistribute material from this website except for content specifically and expressly made available for redistribution.

Acceptable Use

You must not use this website in any way that causes, or may cause, damage to the website or impairment of the availability or accessibility of the website; or in any way which is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.

You must not use this website to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit or other malicious computer software.

You must not conduct any systematic or automated data collection activities (including without limitation scraping, data mining, data extraction, and data harvesting) on or in relation to this website without Clikk’s express written consent.

You must not use this website for any purposes related to marketing without Clikk’s express written consent.

No warranties

 This website is provided “as is” without any representations or warranties, express or implied.  Clikk makes no representations or warranties in relation to this website or the information and materials provided on this website.

Without prejudice to the generality of the foregoing paragraph, Clikk does not warrant that:

  • this website will be constantly available, or available at all; or
  • the information on this website is complete, true, accurate or non-misleading.

Nothing on this website constitutes or is meant to constitute advice of any kind.

Limitations of liability

Clikk will not be liable to you (whether under the law of contact, the law of torts or otherwise) in relation to the contents of, or use of, or otherwise in connection with, this website:

  • for any indirect, special or consequential loss; or
  • for any business losses, loss of revenue, income, profits or anticipated savings, loss of contracts or business relationships, loss of reputation or goodwill, or loss or corruption of information or data.

These limitations of liability apply even if Clikk has been expressly advised of the potential loss.

Exceptions

Nothing in this website disclaimer will exclude or limit any warranty implied by law that it would be unlawful to exclude or limit, and nothing in this website disclaimer will exclude or limit Clikk’s liability in respect of any:

  • Death or personal injury caused by Clikk’s negligence;
  • Fraud or fraudulent misrepresentation on the part of Clikk; or
  • Matter which it would be illegal or unlawful for Clikk to exclude or limit, or to attempt or purport to exclude or limit, its liability.

Reasonableness

By using this website, you agree that the exclusions and limitations of liability set out in this website disclaimer are reasonable.

If you do not think they are reasonable, you must not use this website.

Unenforceable provisions

If any provision of this website disclaimer is or is found to be, unenforceable under applicable law, that will not affect the enforceability of the other provisions of this website disclaimer.

Indemnity

You hereby indemnify Clikk and undertake to keep Clikk indemnified against any losses, damages, costs, liabilities and expenses (including without limitation legal expenses and any amounts paid by Clikk to a third party in settlement of a claim or dispute on the advice of Clikk’s legal advisers) incurred or suffered by Clikk arising out of any breach by you of any provision of these terms and conditions[, or arising out of any claim that you have breached any provision of these terms and conditions].

Breaches of these terms and conditions

Without prejudice to Clikk’s other rights under these terms and conditions, if you breach these terms and conditions in any way, Clikk may take such action as Clikk deems appropriate to deal with the breach, including suspending your access to the website, prohibiting you from accessing the website, blocking computers using your IP address from accessing the website, contacting your internet service provider to request that they block your access to the website and/or bringing court proceedings against you.

Variation

Clikk may revise these terms and conditions from time-to-time.  Revised terms and conditions will apply to the use of this website from the date of the publication of the revised terms and conditions on this website.  Please check this page regularly to ensure you are familiar with the current version.

Assignment

Clikk may transfer, sub-contract or otherwise deal with Clikk’s rights and/or obligations under these terms and conditions without notifying you or obtaining your consent.

You may not transfer, sub-contract or otherwise deal with your rights and/or obligations under these terms and conditions.

Severability

If a provision of these terms and conditions is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect.  If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect.

Entire agreement

These terms and conditions constitute the entire agreement between you and Clikk in relation to your use of this website and supersede all previous agreements in respect of your use of this website: https://clikk.com.au

Our Terms and Conditions

The following terms form a contract between Clikk Pty Ltd (Clikk) and “Client name” and/or “Company name” listed in the quotation or invoice and will be referred to as the Agreement henceforth in these terms, and the party purchasing a project from Clikk as the Client.

Summary of Key Terms:

It is the responsibility of the Client to read and understand the terms and conditions outlined in The Agreement.

 It is the responsibility of the Client to review these terms prior to commencing work with Clikk.

A Project is defined as any work requested by the Client or any ongoing commitment to deliver any service. This includes Websites, Paid Campaigns, Marketing Strategies, or any other form of paid work.

This Agreement will be governed by and construed in accordance with the laws of the State of Victoria and of Australia.

These terms are mentioned in our quotations and invoices. Once any payment has been made, or a quote accepted, it is deemed that the Client has read and agrees to all these terms and to be bound in full by them.

Without prejudice to Clikk’s other rights under these terms and conditions, if you breach these terms and conditions in any way, Clikk may take such action as Clikk deems appropriate to deal with the breach, including suspending your access to the website, prohibiting you from accessing the website and/or bringing court proceedings against you.

The Client agrees that they appoint Clikk as the facilitator of their marketing services and agree to the terms and conditions herein.

Payment of invoices must be completed within 14 days. Once these terms have been passed, we reserve the right to charge a $75 administrative fee plus a compound interest of 2% per calendar month until it is paid in full.

Topics covered in our Terms and Conditions:

  • Payment Terms
  • Breaches of these terms and conditions
  • Fee Changes
  • Right of Lien
  • Non-payment service suspension and copyright claims
  • Agreement termination
  • Destruction of Documents and Files
  • Expenses
  • Ownership of Artwork
  • Scope of Works
  • Project Management
  • Technical Support – Client Managed Web Services
  • Resource allocation
  • Warranty
  • Legal
  • Indemnity
  • Insolvency
  • Click Service Providers – Legal
  • Permissions and Releases
  • Confidentiality
  • Third-Party Designs
  • Reservation of Rights
  • Availability/Business hours
  • Response time

Terms and Conditions for Clients, Contractors and White label partners

Clients, Contractors and White Label partners will be referred to as The Client throughout these Terms and Conditions.

The Client agrees that they appoint Clikk as the facilitator of their marketing services and agree to the terms and conditions herein.

The Client is accountable for ownership and management of:

  • Access and security to their systems
  • Access to their files, assets, and materials
  • Final sign-off and approvals

Relationships between 3rd parties, including clients via white label services

The client is accountable for maintaining the quality and accuracy of their marketing. Reviews, feedback and approval must be supplied by the client in a timely fashion. In the event that no approval is given, the services will not run. The client must assist with providing the means for review and approval. If Clikk is given the option to go ahead without approval, any errors are the client’s responsibility for not putting a review and approval process in place.

White Label partners

White Label services are provided to the Client by Clikk. The Client is fully accountable for all services provided to the client, not Clikk. It is the white label partner’s responsibility to ensure all work is checked and up to their and their client’s standards before it is sent to their client.

Clikk may not be held accountable for any legal issues arising from white label partners’ clients. By accepting work with Clikk, the Client agrees to indemnify Clikk from any legal action taken against the White Label partner.

Non-payment of invoices within Clikk’s payment terms may result in the termination of the account with their client. Clikk will advise the White Label partner of this prior to termination.

Payment terms

In the event you are having difficulty paying us within the agreed time, or have a concern with any items within an invoice, please contact us immediately. We’re happy to resolve any issues you may have.

We reserve the right to stop work if you fail to make any payment when and as it falls due.

Please read the terms of your estimate and invoices. Large projects may have payment milestones which need to be met for the project to continue.

Payment of invoices must be completed within 14 days. Once these terms have been passed, we reserve the right to charge a $75 administrative fee plus a compound interest of 2% per calendar month until it is paid in full.

Breaches of these terms and conditions

Without prejudice to Clikk’s other rights under these terms and conditions, if you breach these terms and conditions in any way, Clikk may take such action as Clikk deems appropriate to deal with the breach, including suspending your access to the website, prohibiting you from accessing the website, and/or bringing court proceedings against you.

Fee changes

We reserve the right to review fees for services rendered on a 6 monthly basis; any change in price will be notified in writing.

We reserve the right to change penalties for unpaid invoices on a 6 monthly basis.

Right of Lien

Clikk has a right of lien on marketing materials, that is, we reserve the right to hold marketing materials and services against any outstanding debts. Note this will only apply to marketing materials or services that been worked on but for which payment is outstanding.

Non-payment service suspension and copyright claims

Clikk reserves the right to suspend all services in the event of any individual unpaid invoice.

Clikk reserves the right to suspend or terminate all services and commence copyright proceedings on any unpaid work that has been delivered and is in use by the Client on any unpaid invoices.

Clikk reserves the right to engage a 3rd party debt collection agency in the event of non-payment. In the event that your account is referred to a collection agency and/or law firm, you will be liable for all costs which would be incurred as if the debt is collected in full, including legal demand costs.

Agreement termination

Clikk reserves the right to immediately terminate the Agreement with the Client should they be in breach of any of the Agreement terms listed.

The Client may terminate the Agreement with Clikk should Clikk be in breach of any of the Agreement terms listed. The Client must provide 30 days written notice prior to termination. Any services that fall within this 30-day period must be paid.

Once all invoices are paid, all materials created for the Client as part of the project will be released to the Client in full. These materials will be in whatever state they were at the time of the termination of the agreement and may not be complete.

Access to any systems provided or set up by Clikk may be withheld in the event that invoices are still owing.

Clikk shall have the right to bill pro rata for work completed through to the date of the agreement termination request while reserving all rights under this Agreement. If additional payment is due, this shall be payable within thirty days of the Client’s written notification to stop work.

In the event of termination, the Client shall also pay any project expenses incurred by Clikk and Clikk shall own all rights to the project. The Client shall assume responsibility for payment of legal fees necessitated by any default in payment.

Deposits will not be refunded in the event of Agreement termination.

It is the Client’s responsibility to reclaim ownership of any documentation, equipment or copyrighted materials. It is also the Client’s responsibility to remove Clikk’s access from any system and recover ownership of accounts prior to termination. Clikk reserve the right to charge for their time to assist with the recovery of materials or disconnection or transfer of services.

Service Transferal

If a terminated service is being transferred to another provider, Clikk reserves the right to charge for their time to assist in the migration of services to the new provider.

Destruction of Documents and Files

Upon our request either during our engagement or following its termination, you must collect your property without delay which will be released to you once our accounts are paid. Should any of your property remain in our possession following our request to collect it, we will hold the property for three months before destroying it in accordance with the Australian Consumer Law and Fair Trading Act 2012.

Expenses

The Client agrees to reimburse Clikk for non-standard expenses necessary in the completion of the project when requested by the Client: (e.g. fonts, proofs, shipping, stock images or videos, travel, extended telephone consultations). No purchases will be made on the client’s behalf by Clikk without the client’s prior consent.

Ownership of Artwork

All services provided by Clikk under this Agreement shall be for the exclusive use of the Client. Upon full payment of all fees and expenses, reproduction rights for all approved final designs created by Clikk for this project shall be granted to the Client.

All original artwork/files created by Clikk or parts contained therein, whether preliminary concepts or final visual presentations remain the property of Clikk and may not be used by the Client without the written permission of Clikk. Clikk retains the right to use the completed project and any preliminary designs for the purpose of design competitions, future publications on design, educational purposes, marketing materials, online posting on the Clikk website and physical portfolio. Where applicable the client will be given any necessary credit for usage of the project elements.

Where applicable the client will be given any necessary credit for usage of the project elements.

Scope of Work and Variations

The Scope of Work, defined by the requirements of the client, creates the scope of the project. Change requests that fall outside of the Scope of Work or project, following a written or verbal instruction from the client, may be subject to a variation fee from the agreed cost of the project.

Project Management

Clikk reserves the right to determine an end date for a project, should the Client be responsible for the late delivery of components for the project. This end date will be a minimum of 30 days from when Clikk contacts the Client. This is to ensure the timely completion of projects and resource management. Clikk further reserves the right to charge a management fee due to Client delays, to cover the cost of additional project management time.

Technical Support – Client Managed Web Services

Client hosting refers to websites hosted by a company other than Clikk’s chosen hosting company.

The Client is responsible for the supply of all information to allow Clikk to access Client hosting. Technical support issues are the responsibility of the Client. Should any costs or delays be incurred to Clikk due to Client hosting issues, the Client may be liable for these costs.

Clikk will not be held financially accountable for any issues resulting from Client hosting.

Clikk will not be held accountable for any scheduling delays due to lack of information regarding Client hosting or technical issues.

Resource allocation

Clikk reserves the right to assign other businesses, contractors or service providers to assist with a project to ensure quality and on-time completion. This can be done without informing or obtaining authorisation from the Client.

Warranty

On final payment of the project total cost, a two week warranty period begins the following day. Within this two week period, fixes and minor changes within the Scope of Works may be passed to Clikk for evaluation and resolution.

Examples of warranty changes are:

Typographical errors

Missing content defined in the Scope of Works

Incorrect functionality

No charge will be passed on to the Client for this work unless deemed to fall outside of the Scope of Works, which will result in a quotation for the work being provided to the Client.

Legal

The Client and Clikk are independent parties and nothing in this Agreement shall constitute either party as the employer, principal or partner of or joint venture with the other party. Neither the Client nor Clikk has any authority to assume or create any obligation or liability, either expressed or implied, on behalf of the other.

Clikk provides advice and manages the Client services on the Clients behalf. Clikk cannot be held responsible for commercial outcomes which are associated with the marketing or management of the Clients services. The overall management of the services provided by Clikk is the responsibility of the Client, Clikk cannot be held liable for any financial losses incurred by the Client.

The Client, as the owner of the service, must manage the ongoing viability of the service versus the expected outcome. In the event that those outcomes are not met, should the agreement to deliver the service continue, then full accountability lies with the Client to discuss, manage or terminate the agreement. A Client who chooses to continue to use Clikk services does so at their own financial risk and Clikk may not be held accountable for the Clients choice to continue with the service when termination of the agreement is an option.

Clikk cannot be held accountable for any technical or financial issues from systems they do not own or control. This includes internet services, hosting services, domain services, email services, marketing platforms (e.g. Facebook, Instagram, etc.), storage platforms (e.g. Dropbox, One Drive, etc.) or any other platform that has not been expressly built by Clikk as part of the project.

Clikk is not accountable, legally or financially, for ensuring The Client’s marketing services adhere to local or international laws. Even though Clikk may offer advice, it is the client’s responsibility to ensure they review this advice and get their own advice to ensure their business meets the legal requirements for their marketing. This term also applies to laws such as a GDPR or other privacy laws.

Any services which Clikk provides that The Client believes may require legal review must be done prior to commencing paid services with Clikk. Should the Client fail to review and meet relevant laws prior to engagement or fails to meet legal requirements during the terms of The Agreement, Clikk reserves the right to terminate The Agreement.

Indemnity

The Client agrees to Clikk to indemnify Clikk for any loss that may result from third-party claims arising from the provisions of the services. If there is a claim against Clikk for loss, the loss will be proportionately reduced by the extent of the Clients contribution to the loss.

Insolvency

It is the duty of The Client to immediately inform Clikk in the event of suspected insolvency. At least 6 months’ notice must be provided in the event of suspected future insolvency. As the services provided by Clikk are provided on a monthly ongoing basis and on good faith, The Client agrees that they are accountable for full disclosure of their circumstances and failure to do so absolves Clikk of any unfair payment preferences based claims in any liquidation proceedings.

Clikk Service Providers – Legal

Clikk is appointed by the Client to act on their behalf as their Marketing facilitator and may select whichever Service Provider they feel appropriate without the prior consent of the Client.

Clikk is the facilitator and/or reseller of the service between the Client and the Service Provider. Accountability for delivery of services is with the Service Provider to Clikk (i.e. VentraIP, WPEngine, Facebook, Instagram or any other platform or service provider used by Clikk).

The Client agrees to indemnify Clikk against all Service Provider issues; that Clikk will not be held financially or legally accountable for any and all Service Provider issues or the resolution of them. All financial or legal issues are to be directed to the Service Provider.

Provider Services issues include, but are not limited to loss, theft or corruption of any amount of data, inability to use or access the service, incorrect billing, hacking, inappropriate usage, bankruptcy or closure, suspension or termination of services.

All financial or legal issues are the responsibility of the Client to manage directly with the Service Provider.

Clikk will assist with facilitating in the resolution of any technical issues as appropriate. Clikk reserves the right to invoice for any hours involved in supporting the Client in financial or legal disputes with service providers.

Permissions and Releases

The Client agrees to indemnify and hold harmless Clikk against any and all claims, costs, and expenses, including legal fees, due to materials included in the project at the request of the Client for which no copyright permission or previous release was requested or uses which exceed the uses allowed pursuant to a permission or release.

Confidentiality

The Client and Clikk may disclose confidential information one to the other to facilitate work under this Agreement. Such information shall be so identified in writing at the time of its transferral, and shall be safeguarded and not disclosed to third parties by the receiving party. Confidential information shall not include information that:

Already known to the party to which it is disclosed; or becomes part of the public domain without breach of this Agreement.

Third-Party Designs

If Clikk has been contracted to conceive of designs and if during the project the Client introduces any other designer into the project or eschews the designs conceived of Clikk’s own processes or rejects Clikk’s design recommendations in favour of Clikk’s mere production or reproduction of designs submitted by Client or a third party, Clikk’s obligations with respect to the Agreement are nullified. In such case, payment must be rendered by the Client for all work performed up to that point and Clikk reserves the right to then end the Agreement immediately.

Reservation of Rights

All rights not expressly granted are reserved to Clikk, including but not limited to all rights in sketches, compositions, or other preliminary materials.

Availability/ Business hours

Clikk business hours are 9:00 am to 5:00 pm Monday to Friday.

The following terms are based on business hours.

Clikk reserves the right to refuse any and all out-of-hours work, regardless of notice given, to ensure the quality of all our client’s work. As a courtesy, please consider that whilst Clikk can provide out-of-hours or urgent services on occasion, this is not part of our service range, so please plan your projects accordingly.

In the event that a Client project requires work out-of-hours, we reserve the right to charge double the hourly rate, subject to approval by the Client.

As a courtesy and to get the optimum service, the Client will provide at least 72 hours’ notice for the delivery of projects. Providing all required materials to deliver the project is the responsibility of the Client (i.e. images, copy, landing page, etc.).

The Client is accountable for providing all materials on time when there is a deadline. If there are delays, it is the Clients responsibility to advise Clikk and negotiate any possible impacts to timeframes.

In the event that a Client based delay would force a project to require out-of-hours work, it is the Clients responsibility to negotiate this in good faith with Clikk with the expectation of additional fees being charged.

All projects requiring out-of-hours work must be requested a minimum of a full business week prior to the required delivery date. Should the work be expected to be significant (4 hours or more) then two weeks’ notice is required.

Projects with insufficient notice and requiring out-of-hours work can attract a further levy and will be charged at triple the normal hourly rate.

Out of hours Technical Support issues can be reported using the Clikk website or contact hello@clikk.com.au

Response time

Sales and technical support issues will be responded to within 72 business hours, except during public holidays.