The following Terms and Conditions apply to all services provided by REAL CLICKS PTY LTD (ABN 31 146 174 567) (“RealClicks”, “us”, or “we”) to you (“you”). By registering online, completing an order form, or otherwise engaging RealClicks to provide services, you are entering into a legal relationship governed by these Terms and Conditions.
These Terms and Conditions are binding upon agreement and will not be modified without prior consultation and written notification.
Our Services are diverse, and additional terms or product-specific requirements may apply. These additional terms will be provided with the relevant services and will form part of the agreement.
1.1 We will provide you with the Services for the term and in consideration for the fees specified in the relevant Campaign Booking Form.
1.2 We will provide the Services with due care and skill, in accordance with industry standards and otherwise in accordance with the Campaign Booking Form.
1.3 You must provide us with administrator access rights to the website and any other systems required and pay us all fees specified in the Campaign Booking Form in accordance with clause 4.
1.4 You agree to make available to us, for our use in performing the services required by this Agreement, such items of hardware and software as are reasonably necessary for such purpose. You agree to make available any access to services, hosting, ftp or other resources deemed necessary by us to fulfil our obligations under this agreement.
1.5 You acknowledge that with respect to Services, we accept no responsibility for policies of third-party search engines, directories or other websites (“Third-party resources”) that we may submit to with respect to the classification or type of content it accepts whether now or in the future. The Website or its content may be excluded or banned from any Third-party resource at any time. You agree not to hold us responsible for any liability or actions taken by Third-party resources under this Agreement.
2.1 You acknowledge that although we will use reasonable diligence in the provision of the services and endeavour to deliver to you all deliverables and milestones in accordance with the Services Proposal, all delivery deadlines and the other payment milestones specified in the Services Proposal are estimates only.
2.2 You own the output formats of the company’s work as specified in the Service Proposal, including all documents, source code, keyword lists, and other assets created during the term.
2.3 The output is to be used only within the scope of the project as outlined in the Services Proposal.You shall retain all of its intellectual property rights in any text, images or other components you own and deliver to us for use in the services provided.
You warrant that the Website is not hosted with free hosting providers. If hosting issues arise or IP reputation concerns are identified, we may request a provider change.
4.1 You must pay us the fees specified in the Campaign Booking Form.
4.2 If the Campaign Booking Form includes a minimum engagement period, you will be invoiced and must pay the fees for that period.
4.3 Additional services will be quoted separately, with fees agreed prior to commencement.
4.4 We reserve the right to review our fee structure periodically.
5.1Unless stated otherwise in the Services Proposal you must pay the first monthly payment, without set-off or deduction either via EFT, Cheque or Cash prior to the commencement date of the Campaign. Subsequent payments are due monthly.
5.2 Payment of Google billing fees must be made every 30 days or when you reach your billing threshold, whichever comes first. The Fees must be paid by way of direct debit from Google and invoiced directly from Google to the business. These Fees will be for clicks received in a recent time period. All costs owed to Google or any direct third party fees are and remain your sole responsibility.
5.3 Campaign management fees are payable on the first calendar day of succeeding month after every monthly campaign covered.
5.4 Collection costs for overdue payments, including legal or agency fees, will be your responsibility.
5.5 All fees exclude GST unless specified otherwise.
6.1 Either party may terminate this Agreement by written notice if the other breaches any provision and fails to remedy it within 14 days of written notice.
6.2 Either party may terminate immediately upon written notice if the other: (a) files for bankruptcy or insolvency; (b) has a receiver appointed; (c) enters arrangements with creditors; (d) liquidates or winds up; (e) fails to pay Fees within 2 business days of due date; or (f) provides 14 days’ notice without cause.
6.3 Upon termination: (a) Each party must return all confidential information; (b) Each party must settle outstanding amounts within 14 days; (c) Each party is responsible for legal or recovery costs resulting from their breach.
6.4 This Agreement renews automatically to a month-to-month arrangement, which can be canceled at any time with 30 days' notice.
7.1 We acknowledge that all of the information provided by you under this Agreement is confidential and is being provided to us in order to supply the services.
7.2 We undertake that we will not, without your prior consent, disclose any of the confidential information to any other person, nor will we use or permit the use of any such information by any officer, employee or agent, or any other person under our control for any purpose other than as required to provide the Services.
8.1 We will manage your personal information in accordance with the Australian Privacy Principles.
8.2 We will only collect personal information necessary for providing the Services.
8.3 We will take reasonable steps to secure personal information against unauthorised access or loss.
8.4 With your prior written consent, we may transmit personal information to third-party providers who must comply with the Australian Privacy Principles.
8.5 We engage overseas service providers. These providers are vetted thoroughly. You acknowledge that overseas recipients may not be bound by Australian privacy laws, and we are not responsible for breaches by those recipients.
These Terms and Conditions may only be amended with mutual agreement in writing between both parties.
You warrant that any representative submitting the Campaign Booking Form is duly authorised to do so on behalf of your business or organisation.
11.1 Each party is liable for its own breach and indemnifies the other against losses arising from such breach.
11.2 Neither party is liable for indirect, incidental, or consequential loss, except as required by law.
12.1 Except as provided by these terms, RealClicks, its directors, employees, agents and/or suppliers, shall not be liable for any loss or damage whatsoever (including, without limitation, incidental, special and/or consequential damages or lost profits) resulting from:
(a) any use or access of, or any inability to use or access, the Website, any third-party link or any content contained on the Website or any third-party link;
(b) any unauthorised access to or alterations of Your transmissions or data; or
(c) any statements or conduct of any user of the Website, including any information and/or advice and any defamatory statements or offensive conduct.
12.2 To the fullest extent permitted by law our liability for breach of any these terms or otherwise in relation to the provision of Services is limited to the supply of the Services again; or the payment of the cost of having Services supplied again; and on no account shall we be liable for any indirect or consequential loss including but not limited to loss of profits.
13.1 Entire Agreement
This agreement supersedes all previous agreements in respect of its subject matter and embodies the entire agreement between the parties.
13.2 Understanding
Each of the parties warrant that they have read and understood the terms of this Agreement.
13.3 Governing Law
This Agreement is governed by the laws of New South Wales, Australia. Each of the parties irrevocably submits to the jurisdiction of the courts of New South Wales, Australia.
13.4 Assignment
(a) You acknowledges that we may assign our rights under this Agreement to a third party and that in the event of an assignment you will remain bound by the terms of this Agreement.
(b) You may not assign your rights under this Agreement.
13.5 Severance
If a clause of this Agreement is void, illegal or unenforceable, it may be severed without affecting the enforceability of the other provisions in this Agreement.
13.6 Variation
A variation of this Agreement must be in writing and signed by the parties.
13.7 Waiver
(a) No right under this agreement is waived or deemed to be waived except by notice in writing signed by the party waiving the right.
(b) A waiver by one party under this clause does not prejudice its rights in respect of any subsequent breach of this Agreement by the other party.
(c) A party does not waive its rights under this Agreement because it grants an extension or forbearance to the other party.
13.8 Relationship of the parties
The Agreement is not intended to create a partnership, joint venture or relationship of principal and agent between the parties.
13.9 Further steps
Each party will do all things and execute all further documents necessary to give full effect to this Agreement.
13.10 Survival
(a) The terms of this Agreement survive its termination to the extent permitted by law.
(b) This Agreement shall be binding upon the heirs, executors, administrators and
successors in title of the parties.
13.11 Currency
All payments due under this Agreement shall be paid in Australian dollars in Australia.
13.12 Dispute resolution
(a) If a dispute arises between the parties in relation to this Agreement, the dispute must be dealt with in accordance with this clause.
(b) Any party claiming that a dispute exists must notify the other party to the dispute (the ‘Second Party’) in writing of the nature of the dispute.
(c) If the dispute is not resolved by agreement within five working days of the Second Party receiving the notice referred to in paragraph (2) above, either party may refer the matter to mediation conducted by a mediator agreed between the parties within a further five working days or failing agreement within that period, as appointed by the executive director for the time being of the Australian Commercial Disputes Centre Limited. The costs of the mediator shall be borne equally between the disputing parties. The chosen mediator shall determine the procedures for the mediation. The chosen mediator will not have the power or authority to make any other determination in relation to the dispute.
(d) If the parties have not mediated a resolution of the dispute within 10 working 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 thinks fit in relation to the dispute.
13.13 Enforceability
(a) Any provision of, or the application of any provision of, this agreement which is prohibited in any jurisdiction is, in that jurisdiction, ineffective only to the extent of that prohibition.
(b) Any provision of, or the application of any provision of, this Agreement which is void, illegal or unenforceable in any jurisdiction does not affect the validity, legality or enforceability of that provision in any other jurisdiction or of the remaining provisions in that or any other jurisdiction.
In this Agreement unless the context otherwise indicates:
(a) headings are for convenience only and do not affect the interpretation of this agreement;
(b) reference to the singular includes the plural and vice versa;
(c) reference to any gender includes the other genders;
(d) reference to a person includes a corporation and vice versa;
(e) reference to a party includes that party's executors, administrators, successors and permitted assigns;
(f) every obligation entered into by two or more parties binds them jointly and each of them severally;
(g) a reference to a schedule is to a schedule to this agreement; a reference to a part, clause or other subclause is a reference to a part, clause or other subclause in this agreement;
(h) any annexures and appendices form part of this agreement;
(i) any document referred to in this agreement will mean that document as well as any other document in substitution for that document which has been approved in writing by the parties;
(j) where any word or phrase is defined in this agreement, any other grammatical form of that word or phrase will have a corresponding meaning;
(k) the words “includes” and “including” or words of similar effect are not words of limitation; and
(l) a reference to a statute, regulation or other law includes all regulations and instruments made under such law and all consolidations, amendments, re-enactments or replacements of it.
