In this document, “You” is used to describe your business or individuals acting on your behalf. “Direct Clicks” and “we” is used to describe the Direct Clicks product as well as division of Dawson Media of the same name.
Authorisation
You are engaging Direct Clicks for the specific project of developing and/or improving a website to be installed on either your web host or our provided web host. 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.
Definitions
“Client” or “you” means the party specified under the heading “Client Details” in the order confirmation.
“Direct Clicks” or “we” means Direct Clicks Pty Limited ACN 121 067 981.
“Establishment fee” means the amount or amounts, if any, specified in the order confirmation as “Establishment Fee”.
“Minimum term” means the period, if any, specified as “Minimum Term” in the order confirmation.
“Security” means the amount or amounts, if any, specified in the order confirmation as “Security”.
“Security deposit” means any amount payable as “Security” on the order confirmation.
“Start date” means the date specified under the heading “Start Date” on the order confirmation.
“Term” means, in relation to each of the services, the period commencing on the date of the order 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 as the “Setup Total” under the heading “Website Design” in the order confirmation.
“Website Hosting Cost” means the sum specified as “Monthly Payment Total” under the heading “Website Hosting” in the order confirmation.
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Website Setup
1.1. The initial number and name of website pages will be finalized during the sale. Further phone and email consultation will allow for text images and any other copy to be sent.1.2. 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.
1.3. You will be provided with two designs that will be taken from your supplied reference and customised to suit your business. After you have selected your preferred design we will endeavour to build a website in accordance with that design.
1.4.
If requested, we then agree to provide a further 2 hours of assistance in adjusting the website.1.5.
Further design requirements and website changes after the period specified in 1.4. 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. - Domain Name Registration
During the term, 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. - Domain Name Transfer
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. - Completion Date
4.1. 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 in no later than 60 days after you have paid the website design fee in full.4.2. 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.
4.3. If you fail to supply sufficient website content, or fail to provide that content promptly, you acknowledge that the 60 day period referred to above in 4.1. to be extended to the extent that the website project is so delayed. Notwithstanding such delay, you shall pay the monthly hosting fee on the state date, and at monthly intervals until the end of the Term.
- Website Changes
5.1. 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.5.2. Once we receive your written email approval for the quote, we will complete the scope of work as quoted within a reasonable time.
5.3.
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. - Pay Per Click Cancellations Policy
All accounts require a one (1) month notice in writing to cancel their pay per click account after the initial term.
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 pay per click account at the end of the initial term, we require one (1) month’s written notice prior to the end date of the initial term. Otherwise, another full month’s payment is due on the next billing date.
- Loss of Service
7.1. 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.7.2. 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.
7.3. We may, at our discretion provide notification of outages whether planned or unplanned.
7.4. 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.
- 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 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. - Copyrights and Trademarks
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. - Indemnity
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. - Copyright to Web pages
11.1. 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.11.2.
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). - Website Payment
12.1. 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.12.2.
Direct Clicks will not refund any payment received in relation to web design work completed after the contract is accepted. - Search Engine Optimisation
13.1. The use of the Direct Clicks search engine optimisation service is at your own risk.13.2.
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. - Email Hosting
14.1. 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.14.2.
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.14.3.
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.14.4.
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.14.5.
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 date or operations. - Limitations of Service
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. - Variation of Agreement
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.Direct Clicks.com.au should always be taken as the binding and most recent version of these terms of agreement. - Terms of Agreement
An agreement will continue for an initial term of 12 months unless otherwise stated. The agreement will automatically be renewed at the end of the initial term unless terminated in accordance with this Agreement. - Termination of Agreement
18.1. Unless otherwise stated, this agreement may be terminated by Direct Clicks or by you at any time after the minimum term as defined on the order confirmation form by giving one (1) month’s written notice.
Any changes to the agreement, including changes to the monthly fee, also require one (1) month’s written notice.18.2.
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.18.3. 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.
- Guarantee
The authorised representative of the client who signs the order 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. - Unpaid Accounts
20.1. 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.20.2. 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.
- Creative Work
21.1. 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.21.2.
Direct Clicks shall not be liable for any reliance that you or any other person places on any information or data provided by Direct Clicks pursuant to this agreement or otherwise.
