New Local Media Pty Ltd (“CleverLocal”) provides digital marketing, design, consulting, engineering and development services (“Services”).
The following terms and conditions apply to these services delivered by CleverLocal :
- Terms and Conditions
1.1 You agree and continue to agree to use these services in a manner consistent with all applicable laws and regulations and in accordance with the terms and conditions set out below.
1.2 You will not engage in any conduct that in the discretion of CleverLocal restricts or inhibits any other person from using or enjoying the services. You agree to use the services only for lawful purposes. You are prohibited from posting on or transmitting through the services any unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, profane, hateful, racially, ethnically or otherwise objectionable material of any kind, including, but not limited to, any material which encourages conduct that would constitute a criminal offence, give rise to civil liability or otherwise violate any applicable local, state, national or international law.
1.3 CleverLocal may elect to monitor the services for adherence to these Terms & Conditions and may disclose to the extent permitted by law any content, records or electronic communication of any kind (a) to satisfy any law, regulation or authorised governmental request, (b) if such disclosure is necessary to operate the services, or (c) to protect the rights or property of CleverLocal or its partners.
2.1 By law, an order placed by you, “the client”, is an intent to buy and cannot be rescinded. You acknowledge that CleverLocal services may be automatically renewed. All orders and work completed by CleverLocal is non-refundable.
2.2 The minimum term as per your agreement with CleverLocal must be served or you will be liable for cancellation charges equal to the remaining cost of your contract plus any associated administration charges.
2.3 Your campaign will automatically renew on a monthly basis after the minimum term unless written notice of intent to cancel is received within 30 days of the minimum term expiry to email@example.com, after which, a period of 30 days cancellation notice is required to terminate any CleverLocal service.
2.4 Fees paid to CleverLocal for any invoiced service are non-refundable.
2.5 Costs associated with media and clicks generated from running a CleverLocal digital marketing service, will be charged directly to the client by the respective platform provider (Google, Instagram, Twitter, Bling etc). CleverLocal is not to be held liable for any billing dispute with any third party platform provider and the client.
2.6 Prices are in Australian dollars unless otherwise marked on proposals and invoices. For Australian residents, G.S.T. will be added unless otherwise stated. You acknowledge and agree that CleverLocal may change its pricing structure at any time at its sole discretion without notice.
2.7 If payment has not been received by the invoiced due date, CleverLocal has the right to suspend ongoing work for client, until such time that full payment of any outstanding balance has been received. If full payment for any overdue balance has not been received 14 days after the due date, CleverLocal has the right to replace, delete, modify or remove the service until full payment has been received.
2.8 CleverLocal reserves the right to employ the services of a debt collector in the event of non payment of any overdue balances. We reserve the right to recover any costs associated with recovering outstanding client debts.
- Digital Marketing Platform Providers
3.1 Please note that digital marketing platform providers have strict and extensive acceptable use policies and guidelines. You must ensure at all times that you are in compliance with their specific guidelines. Moreover, as each digital marketing platform provider is the ultimate decider of your compliance to their guidelines, CleverLocal can not held liable for any non-compliance.
3.2 CleverLocal will establish and maintain online advertising campaigns and deliver digital traffic to the clients online property. If traffic cannot be delivered due to any breach of their policies and guidelines, or in the event that digital campaign is cancelled, suspended or terminated by the digital marketing platform provider for any reason, CleverLocal is not to be held liable.
3.3 CleverLocal uses various techniques to secure premium organic rankings for your website/s, we make best efforts to operate within Google Web Master guidelines, however due to the frequent changes and ambiguous nature of the guidelines we cannot guarantee compliance. CleverLocal is not to be held liable under such circumstances if an algorithmic penalty is applied to a client’s website during the delivery of Search Engine Optimisation “SEO” services.
3.4 All accounts initially setup by CleverLocal are the property of CleverLocal and remain the property of CleverLocal after the termination of the agreement.
- Representations and Warranties
4.1 You expressly agree that the purchaser and use of any CleverLocal service is at your sole risk. CleverLocal services are provided on an “as is” and “as available” basis. CleverLocal expressly disclaims all warranties of any kind, express or implied, including without limitation any warranty of merchantability, fitness for a particular purpose or non-infringement. Notwithstanding any other provisions of these terms and conditions, where legislation implies any condition or warranty, and that legislation prohibits us from excluding or modifying the application of, or our liability under, any such condition or warranty, that condition or warranty will be deemed included but our liability will be limited for a breach of that condition or warranty to one or more of the following: (a) if the breach relates to goods, (i) the replacement of the goods or the supply of equivalent goods, (ii) the repair of such goods, (iii) the payment of the cost of replacing the goods or of acquiring equivalent goods or (iv) the payment of the cost of having the goods repaired; and (b) if the breach relates to services, (i) the supplying of the services again or (ii) the payment of the cost of having the services supplied again.
4.2 CleverLocal does not represent, warrant, or guarantee that its customers URLs will achieve a favourable position, or any position. We cannot control or guarantee which, if any, search engines will accept the submission of your site.
CleverLocal shall not be responsible for delays or failure of performance from any third party platform provider.
- No Liability
5.1 CleverLocal cannot be held liable for compensation, regardless of the grounds on which a claim for compensation is based, for the following:5.1.1 Frequent updates / changes to the search engine policies and guidelines (Google, bling or yahoo),or algorithm conflicts with websites which may result in drop in traffic, fall in keyword rankings or loss in revenue / income for the client,5.1.2 Changes to the algorithm and the cause of any manual or algorithmic penalties,5.1.3 For any errors or mistakes made in management of an online ‘paid’ digital marketing campaign,5.1.4 The websites back link history, current and future production of back links that may or may not cause the websites to operate within Google Web Master guidelines,5.1.5 negative SEO attacks and attempts to maliciously damage the websites by removing back links and creating new damaging back links via the internet,5.1.6 accidental or unintentional deletion or loss of data of the websites. It is the client’s responsibility to secure, manage and back-up all data of the websites, and5.1.7 for any website content that we create and publish to the clients website, blog or external press releases or posts to external websites that may cause revenue loss or damage to the clients business.
6.1 To the maximum extent allowed by law, CleverLocal and any of its parents, members, subsidiaries, affiliates, service providers, licensors, officers, directors or employees shall not be liable for any direct, indirect, special, incidental or consequential damages (no matter how they arose, including negligence), or for interrupted communications, lost data or lost profits, arising out of or in connection with the services. Further, CleverLocal will not have any liability for any losses arising because its services are not operational or accessible.
7.1 Notwithstanding the security precautions taken against disclosure of information, there are certain conditions that exist on the internet generally which are outside CleverLocal’s control and could result in a breach of security. You hereby expressly waive any claim against CleverLocal arising out of the loss of data or any malicious damage caused through corruption, piracy, breach of security or for any other reason.
- Intellectual Property
8.1 Copyright in this web site (including text, graphics, logos, icons, sound recordings and software) is owned or licensed by us. Other than for the purposes of, and subject to the conditions prescribed under, the Copyright Act 1968 (Australia) and similar legislation which applies in your location, and except as expressly authorised by these terms and conditions, you may not in any form or by any means (a) adapt, reproduce, store, distribute, print, display, perform, publish or create derivative works from any part of this Web site; or (b) commercialise any information, products or services obtained from any part of this Web site without our written permission.
8.2 If you use any of our trade marks in reference to our activities, products or services, you must include a statement attributing that trade mark to us.
8.3 Unless we agree otherwise in writing, you are provided with access to this web site only for your personal use. You are authorised to print a copy of any information contained on this web site for your personal use, unless such printing is expressly prohibited. Without limiting the foregoing, you may not without our written permission on-sell information obtained from this Web site.
8.4 This web site may contain links to other web sites (“linked web sites”). Those links are provided for convenience only and may not remain current or be maintained. We are not responsible for the content or privacy practices associated with linked web sites.
8.5 Our links with linked web sites should not be construed as an endorsement, approval or recommendation by us of the owners or operators of those linked web sites, or of any information, graphics, materials, products or services referred to or contained on those linked Web sites, unless and to the extent stipulated to the contrary.
9.1 We reserve the right to amend these terms and conditions from time to time. Amendments will be effective immediately upon notification on this web site.
9.2 Access to services may be terminated at any time by us without notice. Our disclaimer will nevertheless survive any such termination.
9.3 These terms and conditions are governed by the laws in force in the State of New South Wales, Australia.Digital Operative provisions1. Authorisation
1.1. The Client is engaging CleverLocal for the purpose of developing an online property.
1.2. The Client authorises CleverLocal to access their third party platform and make changes to their content, images, code and design. The client will provide required access in a timely manner upon request.2. Digital Design and Development Services
1.1. This agreement details the digital design and development services provided by CleverLocal (‘services’)
1.2. The Client agrees the project will not commence until the initial invoice is paid in full and CleverLocal has been provided with a complete client brief.
1.3. CleverLocal agrees to provide additional design concepts should the initial design concept and any subsequent amendments not satisfy the Client’s vision. The Client accepts that requests for design concepts additional to the initial concept will incur additional design fees. Each design concept can be subject to amendments in accordance to the guidelines outlined in the section titled ‘Client Changes’ in order to satisfy the Client’s vision. Design concept(s) will be emailed or published online for the Client’s viewing and approval.
1.4. Upon completion of the design stage the Client will be asked to confirm acceptance for the design via e-mail. Once this acceptance is received from the Client, development work to complete the project will begin.
3. Third Party Platform Providers
1.1. CleverLocal has partnerships with several third party platform providers. If CleverLocal is introduced to the client by a business partner, CleverLocal is obliged to make best efforts to complete the project with this platform.
1.2. CleverLocal agrees to work expeditiously to complete this project within a reasonable time frame, but shall have no responsibility for any delays caused by client amendments or any problems and/or limitations from third party platform providers.
1.3 If CleverLocal engages the client directly – the most suitable platform for the project will be recommended to the client.
1.4 When the third party platform selection is undertaken by the client, CleverLocal can not be held liable for any limitations or delays caused by the third party platform provider.
4. Completion Date
1.1. CleverLocal and the Client must work together and communicate effectively to complete the project in a timely manner.
1.2. CleverLocal agrees to work expeditiously to complete this project within a reasonable time frame, but shall have no responsibility for any delays caused by client amendments or any problems and/or limitations from services supplied by third party platform providers.
1.3. If the project is delayed for any reason, revised terms will be presented and accepted by the client through the payment of a new invoice.
1.4. Any work invoiced by CleverLocal and paid for by the Client during a project is non-refundable under any circumstances.5. Cancellation
1.1. Cancellation of the project at the request of the Client must be made in writing to CleverLocal directed to firstname.lastname@example.org. In the event that work is postponed or cancelled at the request of the Client, CleverLocal reserves the right to retain the original deposit. In the event this amount is not sufficient to cover CleverLocal for time and expenses already invested in the project, additional or full payment of the project will be due. If additional payment is due, this will be billed to the Client within sixty (60) days of notification in writing to stop work. Final payment will be expected under the same terms as listed in the section titled ‘Payment Terms’ below.
6. Cross Browser Compatibility
1.1. This agreement contemplates the creation of an online property viewable by internet browsers most commonly used at the time development of the project commences. Compatibility is defined as all critical elements of each page being viewable in each of the aforementioned browsers.
1.2. The Client is aware that some projects may require a more recent browser version and brand or plug-in to view. The Client is also aware that as new browser versions are developed they may not be backward compatible. Time spent to redevelop a property for compatibility due to the introduction of new browser versions will be separately negotiated and be in addition to original quoted price.
1.3. If additional changes are necessary to accommodate specific browsers, plug-in technology, screen resolutions, or platforms, additional charges may apply.7. Text and Content
1.1. If new text is required a ‘final’ copy will be provided by the Client in a digital format. Pages exceeding that of a normal A4 sized page of text in a 10 to 12 point font may be subject to additional fees for increased formatting time. Text required to be displayed within tables may also incur further charges for increased formatting time, e.g. comparison charts or price lists. Time required to make substantive changes to client-submitted text after a web page has been constructed will be charged at an hourly rate.8. Photography and Images
1.1. If professional photographic capture is necessary, the Client is solely responsible for organising the capture and correct sizing of any photographs required and the resulting fees incurred.9. Copyrights and Trademarks
1.1. The Client represents to CleverLocal and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to CleverLocal for inclusion in the Client’s project are owned by the Client, or that the Client has permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend CleverLocal and its subcontractors from any claim or suit arising from the use of such elements furnished by the Client.10. Limitation of Liability
1.1. The Client agrees that any material submitted for publication online will not contain anything leading to an abusive or unethical use of a third party platform or CleverLocal. Abusive and unethical materials and uses include, but are not limited to, pornography, obscenity, nudity, violations of privacy, computer viruses, harassment, any illegal activity, spamming, advocacy of an illegal activity, and any infringement of privacy.
1.2. The Client hereby agrees to indemnify and hold harmless CleverLocal from any claim resulting from the Client’s publication of material or use of those materials.11. Additional Expenses
1.1. The Client agrees to indemnify and reimburse CleverLocal for any critical Client requested costs and expenses necessary for the completion of the project. Examples would be:
(a) Purchase of specific fonts at the Client’s request;
(b) Purchase of specific photography or images at the Client’s request;
(c) Purchase of specific software or plugins at the Client’s request;12. Client Changes
1.1. CleverLocal prides itself in providing excellent customer service. This is the spirit of our agreement and the spirit of CleverLocal’s business. To that end, we encourage input from the Client during the design and development process.
1.2. CleverLocal understands the client may request alterations during the project and changes to pages that have already been built to the Client’s specification. To that end, please note that our agreement does not include a provision for ‘significant page modification’ or creation of additional pages or functionality. If a modification is requested it will incur an additional charge for the client.
1.4. Some examples of modification at the request of the Client include:
(a) Developing a new page design and layout structure ;
(b) Adding a new feature or function ;
(c) Creating a new navigation structure or changing the link graphics ;
(d) Significantly reconfiguring or adding new plugins and/or background services;
We strive to accommodate the needs of each Client. We cannot, however, provide services in excess of the tasks outlined in original client brief.13. Indemnification
1.1. The Client agrees that it shall defend, indemnify, save and hold CleverLocal harmless from any and all demands, liabilities, losses, costs and claims, including reasonable legal fees associated with CleverLocal’s services. This includes liabilities asserted against CleverLocal, its subcontractors, its agents, its clients, servants, officers and employees, that may arise or result from any service provided or performed or agreed to be performed or any product sold by the Client, its agents, employee or assigns.
1.2. The Client also agrees to defend, indemnify and hold harmless CleverLocal against liabilities arising out of any injury to person or property caused by any products or services sold or otherwise distributed over the Client’s website. This includes infringing on the proprietary rights of a third party, copyright infringement, and delivering any defective product or misinformation which is detrimental to another person, organization, or business14. Nondisclosure
1.1. The Client agrees that it will not convey any Confidential Information obtained about CleverLocal to another party.15. Ownership of Project Components
1.1. Rights to fonts, photos, graphics, and text purchased on behalf of the Client for completion of this project and at additional cost to this agreement are specifically transferred to the client.
1.2. Rights to fonts, photos, graphics, and text not purchased at additional cost, along with any source code are not specifically transferred to the client, and remain the property of their respective owners.
1.4. CleverLocal retains the right to display graphics and other design elements as examples of their work in their respective portfolios.
1.5. The project source code will be deleted within 45 days of the end of the project unless the client is on a support agreement. CleverLocal has no responsibility to retain any source code for the Client to access in the future.16. Design Credit
1.1. The Client agrees that CleverLocal may place their company URL in the Client’s project to confirm design and development credit.
1.2. The Client agrees that CleverLocal may use images of the Client’s project in their portfolio display section.17. Payment Terms
1.1. Invoices must be paid before the due date or additional charges may apply.
1.2. Upon completion of the project, a letter or email will be sent with an invoice to the Client advising that the project has been completed.
1.3. Final payment of the remaining balance plus any additional charges must be processed before the project goes live. CleverLocal reserves the right to disable the Client’s project if payment is not made by the due date. If a payment delay is anticipated, please contact CleverLocal (email@example.com) to discuss potential problems in advance. If problems are anticipated we may be able to accommodate an alternate payment arrangement.
1.4. Any invoices not paid will be subject to a late fee of 10% of the amount outstanding per month that the invoice is overdue unless both CleverLocal and the Client have agreed on an alternate arrangement. Such alternate arrangements are to be documented and signed by both parties.
1.5. The Client understands that, unless alternate arrangements have been agreed upon, unpaid balances are subject to collection. In the event of collection, the Client will be liable for all costs of collection including attorney’s fees, court costs, and collection agency fees.18. Dispute resolution
1.1. If there is any dispute arising under this agreement, the parties undertake to use all reasonable efforts in good faith to attempt to resolve the dispute which arises between them. A party may give the other party a notice of dispute in connection with this agreement. Both the parties must first attempt to resolve the dispute amicably on mutually reasonable terms before commencing any mediation.
1.2. Any disputes in excess of $7,500 (or the maximum limit for Disputes Tribunal) arising out of this Agreement shall be submitted to binding arbitration in accordance with the Commercial Arbitration Act 1990.
1.3. The Arbitrator’s award shall be final, and judgment may be entered in any court having jurisdiction thereof. The Client shall pay all arbitration and court costs, reasonable legal fees and legal interest on any award or judgment in favour of the CleverLocal or as directed by the award.19. Governing Law
1.1. This agreement shall be governed and construed in accordance with the laws of New South Wales, Australia. Any legal action arising out of its use shall be brought and enforced under the laws of New South Wales, Australia. By signing this agreement, both parties agree to submit to the jurisdiction of the courts of New South Wales, Australia and any legal action pursued shall be within the exclusive jurisdiction of the courts of New South Wales, Australia.