Terms & Conditions
Aussie Online Entrepreneurs Australia T/A Aussie Online Entrepreneurs SERVICES TERMS AND CONDITIONS
1. INTRODUCTION: Aussie Online Entrepreneurs Australia T/A Aussie Online Entrepreneurs (“the Agency”) a Limited Liability company, agrees to provide you (the “Client”) with Marketing Services (defined in section 5 below), subject to the Client’s compliance with the terms and conditions hereafter outlined (the “Terms and Conditions”). Please read the Terms and Conditions carefully.
As an Client engaging the Agency for its Marketing Services, Client agrees to be bound by these Terms and Conditions, both for current and for any additional services for which it may contract with the Agency, including all payment terms (collectively, the “Agreement”).
By “Client,” as we use that term herein, we mean you whether you are using the Marketing Services yourself, or whether you are securing the Marketing services as agent for the actual Client. In the latter case, you represent that you have authority to legally bind the Client you are representing, and both you and the Client you are representing are jointly and severally bound as if you each separately consented to this Agreement.
1.1. THE TERRITORY: Marketing Services (defined in section 5 below) will be provided for The Client within Australia only.
2. ACCEPTANCE OF THESE TERMS AND CONDITIONS: Client or its agent or representative verbally accepted a summary of key provisions related to payment, term of service, and the Agency’s cancellation policy, and/or expressly accepted these Terms and Conditions in response to an email with confirmation link, and affirmative action in the form of checking the acceptance box and clicking submit following an opportunity to review these Terms and Conditions.
In the event Client does not accept these Terms and Conditions within thirty (30) days of initial presentation of the Terms and Conditions to Client by the Agency, then the offer by the Agency to provide Marketing Services upon the pricing, terms and conditions initially proposed shall be deemed withdrawn. Client may thereafter again request Marketing Services, in response to which the Agency will present new pricing, terms and conditions for Client’s consideration.
Client acknowledges that, in the event Client has been referred to the Marketing Services by or through a Agency partnership promotion, such as the Google partner programme, then certain of these terms and conditions as indicated herein shall extend to and for the benefit of the Agency’s promotional partner (hereafter “Promotional Partner”). In such event, Promotional Partner shall be considered a third-party beneficiary of the obligations of Client under these Terms and Conditions. Notwithstanding the foregoing, the Agency makes no representations or warranties herein on behalf of any Promotional Partner.
3. THREE-DAY CANCELLATION: If, subsequent to the Client’s verbal or other acceptance of the summary Terms & Conditions, Client does not agree to be legally bound by these Terms & Conditions, Client may notify The Agency within THREE (3) business days of it’s Order, by emailing Clients Name, Business Name, Email Address, Physical Or Mailing Address and Domain to hello@Aussie Online Entrepreneurs.com.au with “Cancel Services” in the subject line and the marketing services will be cancelled with no further obligation by either party provided however this notice is received before 5pm and Clients shall be responsible for costs of all marketing services provided until such cancellation procedure is followed. Failure to notify The Agency of this 3-day Cancellation according to the process defined above, along with The Agency’s electronic record of Clients acceptance shall be deemed to indicate that the Client waives its right to cancel (along with respect to any automatically recurring payments), has read and understood these Terms & Conditions and agrees to be bound by them.
4. PERSONAL INFORMATION: By agreeing to these Terms and Conditions, Client also agrees to receive information from the Agency regarding Client’s account, and about the Marketing Services being provided to Client (together “Service Messages”). Client also agrees to receive marketing information from the Agency about the Agency promotions or announcements, or offers to provide additional or enhanced services (“Marketing Messages”). During the time that Client is receiving the Marketing Services, Client cannot opt out of the Service Messages. If Client does not wish to receive the Marketing Messages, it must opt out by sending an email containing Client’s name and account number, with the subject line “Marketing Messages Opt-Out,” to hello@Aussie Online Entrepreneurs.com.au .
http://www.Aussie Online Entrepreneurs.com.au/privacy.
In the event that Client provides its contact information to the Agency and then either affirmatively rejects or has not within thirty (30) days accepted these Terms and Conditions, and as a result the Marketing Services are not provisioned, or following the expiration or cancellation of Marketing Services previously provided to Client, Client may continue to receive Marketing Messages from the Agency. As above, if Client does not wish to receive the Marketing Messages, it must opt out by sending an email containing Client’s name and account number, with the subject line “Marketing Messages Opt-Out,” to HELLO@Aussie Online Entrepreneurs.COM.AU
Any requests to opt out pursuant to the terms of this section will require a reasonable amount of time for processing by the Agency, and Client may continue to receive messages during the processing period.
5. DESCRIPTION OF THE Marketing SERVICES: Marketing Services are the products and/or services by which the Agency will market Client’s business/service through various online methods, websites, etc. (the “Marketing Services”).
The “Marketing Services” offerings, which may change from time to time but are detailed above for this specific client. For Client, these Terms and Conditions will only apply to such of the Marketing Services as are actually requested and paid for by Client, and provisioned by the Agency:
Client may at any time determine what Marketing Services are currently being provided by the Agency by calling the Agency team at the advertised number. Client should understand that clicks to Client’s site, including clicks on the search engines, shopping engines, content sites, etc. may include certain misspellings, singular/plural combinations, and other related search terms that the Agency maps to
Client’s Marketing campaigns. However, misspellings are becoming less common with new auto complete search engine technology. All keyword campaigns will include key terms, titles, descriptions selected specifically with the intent to optimize return on Marketing spend.
Unless Client has engaged the Agency to provide a small-scale website, Client is responsible for the quality and accuracy of its own website and its landing page(s), or redirect websites that link to its advertisements.
6. FEES FOR the Agency Marketing SERVICES: Client may at any time determine the fees and pricing currently applicable to any Marketing Service being provided by calling your account rep. Fees and pricing for the Marketing Services generally are as set forth at the individual product/service terms and conditions pages described above. By accepting these Terms and Conditions, Client expressly agrees to pay the fees and pricing for the Marketing Services requested, and which were communicated to Client at or before the time of acceptance.
7. PAYMENT: Client must establish one of the following two methods of payment.
• Credit card to be automatically billed by the Agency
• Bank account to be automatically debited by the Agency
Client authorizes the Agency, or the Agency’s merchant services provider, to store Client’s financial information for the purpose of facilitating payment to the Agency. It is Client’s responsibility to notify the Agency, in writing, of any changes or updates to Client’s financial information, and Client is solely responsible for its failure to do so.
All fees must be paid in Australian Dollars (AUD). Client is solely responsible for any applicable taxes and duties.
All fees are due in accordance with the agreed upon fee schedule, or immediately upon Client’s receipt of invoice, as applicable. Client agrees that any setup fees or one-time services payments are nonrefundable.
8.1 LATE PAYMENT: Payments made by billing of a credit card or debiting of a bank account are intended in part to avoid the inconvenience and cost to both parties of late or missed payments. However, it is Client’s responsibility to ensure that the Agency has the most up to date credit card or bank account information, and that such methods are viable for payment of the fees due to the Agency for the Marketing Services.
8.2 In the event of a failure of the payment method authorised by Client, and one or more payments are made later than the due date, such late payments are usually subject to a late fee equal to the greater of $25 or 6% of the total payment due, but not to exceed the maximum amount allowed by applicable law. In addition to late fees, Client agrees to pay all legal fees and costs incurred by the Agency for late payment collection efforts.
9. RECURRING PAYMENTS AND TERM OF AGREEMENT: In the event that Client wishes at any time to determine the current contract term for any of the Marketing Services, or any other information regarding the amount or anticipated date of any automatically recurring payment, or the term, termination, or renewal of the Marketing Services, the same will be available for reference by calling the head office number.
The term of each Marketing Service shall begin as of the date of acceptance of these Terms and Conditions by Client. Billing will occur in the form of a one-time payment or an automatically recurring monthly payment, as set forth in the specific product/service terms and conditions for the Marketing Service provided.
IF BILLING IS TO INCLUDE AN AUTOMATICALLY RECURRING PAYMENT:
• All payments for Marketing Services will be paid in advance on a monthly basis.
• Following the current contract term for any particular Marketing Service, this Agreement with respect to such Marketing Service shall automatically renew for successive one-month terms on the monthly anniversary date of Client’s initial acceptance of these Terms and Conditions.
• Client may cancel the automatic recurring payment, including the Marketing Services associated therewith, by providing notice to the Agency by emailing Client’s name, business name, email address, phone number, physical address, and domain, to HELLO@Aussie Online Entrepreneurs.com.au, with “Cancel Service” in the subject line. Provided such notice is received by the Agency not later than 5:00 pm at least (3) three business days in advance of the date on which the next automatically recurring payment is scheduled to be made, then the next automatically recurring payment will be cancelled and the Marketing Services terminated at the end of the then-current term.
• In the event such notice is received closer than three (3) business days to the next automatically recurring payment, then the next automatically recurring payment will still be made as a final payment, the Marketing Services shall continue for an additional renewal term, and termination will instead occur at the end of that additional renewal term.
• No pro-rated refunds for partial terms or months will be provided.
For clarity, if a Client were to engage the Agency for Marketing Services with a 365 day contract term, and the initial sign-up date were July 15 of a given year, if Client wished to cancel the Marketing Services at the end of the contract term without incurring an additional month’s charge, Client would need to provide written notice of cancellation on or before July 12 – assuming July 12, 13, and 14 were business days.
One-time fee offerings have no continuing term because the same are provided up front, the term thereof having been fulfilled upon initial delivery of the Marketing Service to Client.
10. EARLY TERMINATION FEE: In the event Client chooses to terminate services prior to completion of the contract term, and did not pay a setup fee when the Marketing Services were initially obtained, then Client agrees to pay an early termination fee, the amount of which will be determined by the total number of months in which Client has received and paid for the Marketing Services, prior to receipt by the Agency of Client’s request for termination, as follows:
If Client received and paid for the Marketing Services for less than three (3) full months, then Client will pay an early termination fee equal to one hundred percent (100%) of Client’s total monthly service fee(s) for the Marketing Services being terminated.
If Client received and paid for the Marketing Services for at least three (3) full months, but less than five
(5) Full months, then Client will pay an early termination fee equal to fifty percent (50%) of Client’s total monthly service fee(s) for the Marketing Services being terminated.
If Client received and paid for the Marketing Services for five (5) full months or more, then Client will pay an early termination fee equal to twenty-five percent (25%) of Client’s total monthly service fee(s) for the Marketing Services being terminated.
The number of months will be determined from the actual date of Client’s initial sign-up; from that date to the same calendar day of the following month will be one (1) month, and so forth.
11. MODIFICATION: Client understands that the Agency may modify its standard terms and conditions and service offerings from time to time and that the Agency reserves the right to adjust the pricing of such services, effective upon the next automatic renewal date of the affected Marketing Service(s), after not less than thirty (30) days’ advance written notice to Client. Following the fulfillment of initial contract terms, if the contract does not provide for automatic renewal for an additional term of more than one month then the contract shall be considered month-to-month and Client may be subject to revised terms and conditions and/or pricing following receipt of such notice. Client is encouraged to enter a long-term contract or contracts to fix pricing, terms and conditions.
12. ACCESS: Client is authorised to access the Agency-owned, operated or hosted websites that require log in or account information solely to manage Client’s Marketing account(s). Client agrees that it will not use the site or any content therein for any other purpose and that it will not disseminate or distribute any of said information. Client’s right to access its account with the Agency is personal to Client and non-assignable and is subject to any limits established by the Agency. Client agrees that it will not use any automated means, including, without limitation, agents, robots, scripts, or spiders, to access Client’s account with the Agency or to monitor or copy the Agency’s website or the content contained therein, except those automated means expressly made available by the Agency.
13. LATENCY: Client understands that, any information or data provided by Client to the Agency may not be processed on a real-time basis and may be subject to the latency of the Internet, the Agency systems and network of third-party partners and search engines.
14. OWNERSHIP OF NON-Client PROPERTY. Title and full ownership rights in and to the Marketing Services, together with any and all ideas, concepts, campaign optimizations (adwords, bing, facebook creatives and campaigns), landing page designs and sales funnels, computer programs, and other technology supporting or otherwise relating to the Agency’s operation of the Agency network, the Agency bid management, task management, and optimization platform and website(s) (collectively, the “the Agency Materials”), shall remain at all times solely with the Agency. Client acknowledges that it has not acquired any ownership interest in the Agency materials and will not acquire any ownership interest in the Agency’s materials by reason of this agreement.
15. Client’s SITE: Unless Client’s website (or part there of) is designed and provided by the Agency as a part of its Marketing Services, Client hereby acknowledges that neither the Agency nor its Promotional Partner (if applicable) is responsible for the development, maintenance, and operation of the Client website(s), nor for any content or other materials that appear on, and all visitors to, the Client website(s), nor is the Agency or its Promotional Partner responsible for order entry, payment processing, shipping, cancellations, returns or customer service concerning orders placed on Client’s website(s). Client further warrants that it will not add to or place upon its site the Agency’s or Promotional Partner owned or licensed content, including but not limited to any the Agency search listings, except pursuant to a separate signed affiliate agreement with the Agency.
16. Client REPRESENTATIONS AND WARRANTIES: Client represents and warrants to the Agency, and to its Promotional Partner if applicable, that for and continuing throughout the term of this Agreement:
• This Agreement constitutes a valid, binding, and enforceable agreement in accordance with its terms;
• Client is responsible for its own responsiveness to communications and inquiries from the Agency and acknowledges that any lack of responsiveness could materially impact the effectiveness of the Marketing Services;
• Information or data that Client (including its agents or representatives) has provided or will provide for Marketing Services is and will be both accurate and complete to the best of Client’s knowledge;
• Client is the authorised owner or representative of the website(s) for which Marketing Services will be performed unless the website to be promoted by the Marketing Services is designed and provided by the Agency; and,
• Client’s website does not violate any applicable law or regulation; does not infringe in any manner any third party rights, including, without limitation copyright, patent, trademark, trade secret, or other intellectual property right or right of privacy or publicity; is not false or misleading; has not and will not result in any consumer fraud, product liability, breach of contract, injury, damage, or harm of any kind to any person or entity; is not defamatory, libellous, slanderous, or threatening; is free of viruses; does not contain, promote, or offer any form of spyware, adware, or other Marketing or information collection software; and/or does not contain, link to or promote any of the following: violence, hate crimes (whether racial or otherwise), illegal activities, discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
17. Client COVENANTS: Client further agrees to perform as follows:
Client will not hold the Agency or its affiliates, or Promotional Partner or its affiliates, if applicable, liable or responsible for the activities of visitors who come to Client’s website(s) through Marketing Services.
In the event that Client has been referred to the Marketing Services by or through an the Agency partnership promotion, such that Promotional Partner is a beneficiary of these terms and conditions, Client agrees that the Agency may share all data it obtains, including product performance data, with Promotional Partner, and Promotional Partner shall have the same rights to access and use said data as the Agency itself.
Client agrees that if the Marketing Services ordered from the Agency include paid search management, and if the paid search management is being performed through an existing account rather than the Agency’s account, then Client will grant the Agency exclusive administrative access to said account. Client may retain read-only access, but will allow the Agency to perform the Marketing Services without sharing administrative rights. Client acknowledges that this is necessary for the Agency to effectively perform the Marketing Services.
Client will not, for a period of one (1) year following the date on which the term of this Agreement ends, either (a) solicit for employment any employee or independent contractor employed by the Agency, (b) advise or encourage any employee or independent contractor employed by the Agency to terminate employment with the Agency, or (c) knowingly interfere or attempt to interfere with the employment relationship between the Agency and any of its employees or with any relationship between the Agency and any independent contractor who performs services for the Agency. Notwithstanding the foregoing, general solicitations for employment (i.e., through job boards or general advertisements) and any employment relationship established as a result of responses to general solicitations for employment shall not be deemed a violation of this Client Covenant.
18. Client INDEMNIFICATION OBLIGATIONS: Client agrees to indemnify, defend, and hold harmless the Agency, its distribution partners including Promotional Partner if applicable, their respective licensors and licensees, and affiliated companies, and any of their respective officers, directors, employees, representatives and agents (collectively the “Indemnified Parties”), from and against all claims, actions, liabilities, losses, expenses, damages, and costs (including without limitation, reasonable legal fees) that may at any time be incurred by any of them by reason of any claims, suits, or proceedings (collectively being referred to herein as a “Claim”) for, including without limitation, libel, violation of right of privacy or publicity, copyright infringement, trademark infringement, or other infringement of any third party right, fraud, false Marketing, misrepresentation, product liability, or violation of any law, statute, ordinance, rule, or regulation throughout the world in connection with Marketing Services performed on behalf of Client, Client’s client’s website(s) or contents therein, Client’s conduct, acts or omissions, or any alleged or proven breach by Client of any term, condition, agreement, representation, or warranty herein.
This indemnification excludes any Claim that arises solely from the acts or omissions of an Indemnified Party, as to that party. An Indemnified Party will notify Client of any claim, action, or demand for which indemnity is required in the reasonable opinion of Indemnified Party, and will cooperate with Client at Client’s expense.
An Indemnified Party shall have sole discretion to accept or reject the law firm Client chooses to defend the Indemnified Party, which firm must be experienced in defending similar claims. Client may not settle any lawsuit or matter relating to the culpability or liability of an Indemnified Party without the prior written consent of that party.
An Indemnified Party will have the right to participate in any defense of a claim and/or to be represented by counsel of its own choosing at its own expense. Without limiting any rights and remedies hereunder or under applicable law, the Agency shall have the right to set off any liability of Client to the Agency with respect to a Claim against any amounts held on deposit with the Agency by Client.
19. LIMITATION OF LIABILITY AND WARRANTY DISCLAIMER: Client acknowledges and agrees that it will not hold the Agency, or Promotional Partner if applicable, liable for any errors in content, omissions, consequences, damages, costs, refunds, or rebates of any kind arising from any interruption of service or other unavailability of the Internet or website(s) in which the advertisements are published for whatever reason. Client further acknowledges and agrees that errors or mistakes in the performance of the Marketing Services, including but not limited to misspellings or miscommunications, do not create a right to refund for the Client.
Client will give the Agency timely notice and allow the Agency a reasonable opportunity thereafter to cure any identified errors or omissions. the Agency makes no representations or warranties relating to the results of Marketing Services, including without limitation, the number of impressions, click-throughs, or leads and any promotional effect or return on investment thereof. As the Agency relies on third parties for certain data, the Agency makes no guarantees regarding the accuracy, reliability, or completeness of any such data, including but not limited to usage statistics.
In no event shall the Agency, or Promotional Partner if applicable, be responsible for any consequential, special, lost profits, or other damages arising under this Agreement. Without limiting the foregoing, neither party shall have any liability for any failure or delay resulting from any condition beyond the reasonable control of such party, including but not limited to governmental action, fire, flood, earthquake, power failure, riot, explosion, labor, or material shortage, carrier interruption of any kind or work slowdown.
20. ADDITIONAL ASSISTANCE: In the event Client requests or purchases any additional assistance, which may include, without limitation, adding tracking codes or making other changes to Client’s website(s), in connection with Marketing Service, then Client agrees to provide the Agency with access to perform the requested or purchased additional assistance. Client acknowledges that any additional assistance provided by the Agency is also subject to the limitations of liability in this Agreement.
21. SUCCESSORS AND ASSIGNS: Subject to the limitations set forth herein on assignment of this Agreement or the rights hereunder by Client, all of the provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, if any, successors, and assigns. Client agrees that any of its agents, representatives, employees, or any person or entity acting on its behalf with respect to the use of the Marketing Services, shall be bound by, and shall abide by, these Terms and Conditions.
22. CHOICE OF LAW; EXCLUSIVE VENUE: This Agreement shall be construed in accordance with the laws of Australia, and the parties agree that should any dispute arise concerning this Agreement, venue shall be laid exclusively in a court of competent jurisdiction in Sydney, New South Wales.
23. HEADINGS: Section headings are not to be considered a part of this Agreement and are not intended to be a full and accurate description of the contents hereof.
24. WAIVER: Waiver by one party hereto of breach of any provision of this Agreement by the other shall not operate or be construed as a continuing waiver. No waiver of any breach or default of this Agreement by either party hereto shall be considered to be a waiver of any other breach of default of this Agreement.
25. ENTIRE UNDERSTANDING: This document, with any other materials, documents, understandings, or agreements incorporated by reference herein, and any exhibit, schedule, or other supplementary document attached hereto, constitute the entire understanding and agreement of the parties, and any and all prior agreements, understandings, and representations are hereby terminated and canceled in their entirety and are of no further force and effect.
26. LEGAL FEES: In the event a dispute arises between the parties hereto, then the prevailing party in such dispute, whether or not a final decision is ultimately rendered by the court, shall be entitled to receive its legal fees reimbursed from the non-prevailing party.
27. NO THIRD PARTY BENEFICIARIES: The covenants, undertakings, and agreements set forth in this Agreement are solely for the benefit of and enforceable by the Parties, and where indicated, Promotional Partner, or their respective successors or permitted assigns.
28. SURVIVAL: The sections of this Agreement that address or govern matters or circumstances that could occur after termination of this Agreement shall be interpreted to survive any such termination.
29. SEVER-ABILITY: In the event that any clause, term, or provision of this Agreement is found to unenforceable or otherwise disfavoured under law or public policy such that a court of law would not enforce the same, then the same shall be severed from this Agreement and the remainder of the Agreement shall remain in full force and effect, and applied in a manner which most closely fulfils the original intent of the parties hereto.
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