Terms and Conditions
Terms and Conditions
These terms and conditions (“Terms”), constitute a legally binding agreement between you (the “Client”) and Click Analysis Pty Ltd (ABN 63 619 712 499) of Perth, Western Australia (“Click Analysis”), for the provision of website optimisation services, website production and online advertising services, and/or other services as agreed with Click Analysis. These Terms become effective from the date the Client signs any service agreement or proposal with Click Analysis, or commences utilising their services, whichever occurs earlier.
Click Analysis reserves the right to revise these Terms and Conditions in the future. By utilising Click Analysis’s services, the Client agrees to adhere to the most recent Terms and Conditions applicable at that time.
When Click Analysis updates or changes these Terms and Conditions, they will provide 30 days prior notice before these changes or updates commence. Click Analysis may choose to not exercise or enforce any right or provision of the Terms and Conditions; in doing so, they are not waiving that right or provision. These terms do contain a limitation of Click Analysis’s liability.
Definitions
The following definitions apply to this agreement (unless the context otherwise requires):
Agreement |
‘Agreement’ means these Terms and Conditions, and any documents, schedules or annexures referenced or incorporated into this agreement as amended from time to time; |
Australian Consumer Law |
‘Australian Consumer Law’ means the consumer protections set out in Schedule 2 of the Competition and Consumer Act 2010 (Cth) as amended from time to time; |
Background IPR |
‘Background IPR’ means a party’s IPR that existed prior to, or created independently of, this Agreement. |
Business Day |
‘Business Day’ means a day that is not a Saturday, Sunday or public holiday in Western Australia; |
Client |
‘Client’ means the individual or organisation entering into this Agreement, or utilising Click Analysis’s services. |
Client Content |
“Client Content” refers to all text, data, graphic files, videos, sound files, and other materials featured on the website or otherwise owned or created by the Client. This includes information in any form, whether entered, stored, generated, or processed through software or equipment by or for the Client. |
Commencement Date |
‘Commencement Date’ means the date the services are to commence, or the date in which the Client commenced using Click Analysis’s services. |
Completion Date |
‘Completion Date’ means the date the services provided will be completed/cease, and may be extended from time to time. |
Confidential Information |
‘Confidential Information’ means and includes any information that is inherently confidential, is labelled as confidential by a party, or that the recipient knows or should reasonably know is confidential. This definition does not encompass information that: (a) is or becomes public knowledge other than by breach of this Agreement; (b) is required to be disclosed by law; (c) was known by the recipient as at the date of this Agreement; (d) has been independently developed or acquired by the recipient without reference to the disclosing party’s Confidential Information; or (e) is Data collected, stored, used and retained by Click Analysis in accordance with clause 1.3, where the burden of establishing any of the exceptions referred to in (a) to (e) will be upon the recipient; |
Data |
‘Data’ has the meaning given in clause 1.2. |
Fee |
‘Fee’ means the money payable to Click Analysis for the services and any incidental costs as agreed with the Client. |
GST |
‘GST’ means Goods and Services Tax |
Intellectual Property Rights or IPR |
‘Intellectual Property Rights’ or ‘IPR’ encompass all statutory and proprietary rights related to copyright and neighbouring rights (including, but not limited to, software rights), all rights concerning inventions (including both registered and pending patents), registered and unregistered trademarks, designs, the right to maintain the confidentiality of information (including trade secrets and know-how), and all other rights arising from intellectual activity in the industrial, scientific, literary or artistic fields. |
Lead |
‘Lead’ means an enquiry from a prospective Buyer that has submitted their details and wish to be contacted by the Client to engage them for provision of goods and/or services. |
Material |
‘Material’ refers to information, documents, equipment, software, goods, computer files, designs, transferable know-how, and data, regardless of the storage method, whether or not in material form. It also includes any Intellectual Property Rights associated with such material. |
Services |
‘Services’ means the services provided by Click Analysis to the Client. |
Special Conditions |
‘Special Conditions’ means any special conditions agreed to in writing between Click Analysis and the Client. |
- Provision of Services
1.1 Click Analysis will:
- Provide services to the Client with due care and skill, maintaining a professional approach in line with accepted industry standards;
- Assist the Client with developing a digital strategy to optimise the effectiveness of the services provided;
- Keep the Clients nominated contact(s) updated on the progress of the services;
- Notify the Client of any issues that Click Analysis reasonably believes may affect the provision of services; and
- Provide the Client with detailed accounts of services rendered.
1.2 Through the provision of the services, Click Analysis may require the collection of website performance data (sourced from Google Analytics and other third-party service providers) which will include, but is not limited to:
- Records of user numbers, session counts and lengths, conversion rates, goal completions, bounce rates, demographic and geolocation data, scroll depth, document downloads, error rates, page views, average time on page, exit percentages, and raw data including browser type, operating system type, network location, and IP address; and
- Any additional performance data reasonably required for the provision of services, such as keyword traffic volumes, search engine ranking data, call tracking records, advertising performance, customer lifetime value, and content performance.
- Together, the above being referenced as “Data”
1.3 The Client agrees that Click Analysis will, and permits Click Analysis to:
- Collect, store and use Data pertaining to the Client during the provision of the services for the purposes of providing the services;
- Collect, store and use historical Data pertaining to the Client relating to any period up to 24 months prior to the provision of the services for the purposes of analysing performance history and providing year-on-year performance comparisons in connection with the provision of the services; and
- Retain any Data collected, stored and used pursuant to sub-clauses (a) and (b) above at Click Analysis’s discretion indefinitely or until such time as Click Analysis elects, in its sole discretion, to destroy such Data, for the purposes of Click Analysis’s internal analysis, use and review, provided that Click Analysis warrants and agrees not to disclose such Data to any third party or publicly without the prior authorisation of the Client.
1.4 Click Analysis reserves the right to collect and share aggregated data relating to the Client’s performance throughout their engagement with Click Analysis. This data may include, but is not limited to, traffic and revenue growth categorised by channel and date.
Click Analysis utilises this data to monitor and forecast the Client’s performance. The data will remain anonymous to anyone other than Click Analysis employees.
1.5 The Client explicitly acknowledges and agrees that Click Analysis may utilise the Client Content after it has been de-identified for the following purposes:
- Analyse the Client’s Google Analytics data to identify trends; and
- Develop website or other content as part of the service provision, utilising third-party tools, including generative artificial intelligence (AI) tools, provided Click Analysis ensures that their use does not compromise its confidentiality and privacy obligations to the Client as outlined in this Agreement.
1.6 The Client consents to Click Analysis utilising the Client’s name, logo, and general business information, excluding Confidential Information, in presentations and customer lists.
2. Client Obligations
2.1 The Client agrees that:
- They own the rights or have the right to use the Client Content and have taken all necessary steps to de-identify the Client Content so that it does not contain personal information of their clients, employees or subcontractors;
- They own the rights or have the rights to use any software, hardware, systems, IP addresses, domain names etc.
- They have put in place sufficient internal controls to ensure the accuracy and integrity of the Client Content;
- They will check the integrity of the Client Content on a regular basis; and
- They will endeavour to comply with their obligations under this Agreement.
2.2 Click Analysis bears no responsibility for the Client Content. It is solely the Client’s responsibility to maintain the integrity of the Client Content.
2.3 During the term of this Agreement, the Client must:
- Provide all necessary information to Click analysis upon request;
- Provide access to locations, systems and data including relevant passwords and/or data required by Click Analysis in order to perform the services;
- Regularly back up its data, Client Content, and/or website, and employ the appropriate up-to-date malicious/virus detection software to prevent and detect any harmful code. As well as take all reasonable precautions to protect its business against loss or disruption;
- Cooperate with Click Analysis by providing access to its systems and website as reasonably necessary to enable Click Analysis to provide the services;
- Provide other such access to documents, information or data as Click Analysis reasonably requires in order to perform the services; and
- Comply with the terms and conditions of this agreement, including any Special Conditions agreed to in writing.
2.4 The Client agrees to adhere to these Terms and refrain from engaging in any behaviour that, in Click Analysis reasonable judgment, disrupts the essence and reputation of the services.
2.5 The Client agrees to utilise the services solely for lawful purposes and is prohibited from posting or transmitting through the services any material that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, profane, hateful, racially, ethnically, or otherwise objectionable. This includes, but is not limited to, any material that promotes conduct that could constitute a criminal offense, lead to civil liability, or otherwise breach any applicable local, state, or national law.
2.6 Throughout the Term of this Agreement, Click Analysis reserves the right to electronically monitor the services to ensure compliance with these terms. Click Analysis may disclose any content, records, or electronic communication of any kind to the extent permitted by law, and subject to our confidentiality obligations:
- As required by law;
- If such disclosure is necessary to perform the services, or
- To protect the rights or property of Click Analysis.
2.7 Click Analysis reserves the right to remove any Client Content or other content that it deems to be offensive. In the event of repeated breaches by the Client, subsequent to receiving a warning from Click Analysis to cease, Click Analysis will promptly terminate the Agreement.
2.8 The Client agrees not to duplicate, copy, reuse, sell, resell, or exploit any part of the services without obtaining express written permission from Click Analysis.
2.9 Any form of verbal, physical, written, or other abuse, including threats directed towards Click Analysis employees, will lead to the immediate termination of the Agreement.
3. Fee and Payment
3.1 The Fees for the services will be agreed to in writing between Click Analysis and the Client.
3.2 Invoices will be issued monthly.
3.3 Unless otherwise indicated, the Fee is subject to goods and services tax (‘GST’).
3.4 Payment Terms are within 7 days of invoice.
3.5 Any disbursements incurred as a result of providing the services will be reimbursed in full to Click Analysis upon submission of receipts to the Client.
3.6 In the event of any change in scope, timing, or order of the services, Click Analysis reserves the right to request additional payment of an amount deemed reasonable under the circumstances.
4. Failed or Overdue Payments
4.1 The Client agrees to cover all costs associated with debt recovery under this clause, including but not limited to debt collection, outsourcing, and legal fees, should Click Analysis pursue legal action in the appropriate courts.
5. Paid Advertising Management
5.1 Click Analysis will establish paid advertising campaigns and direct paid traffic to the Client’s website from various networks, including Google, Bing, Facebook, Instagram and LinkedIn. If paid traffic cannot be delivered to the website due to the search engines’ editorial policies regarding advertiser web properties, the Client will be notified in writing. Click Analysis is not liable in such situations. When subscribing to remarketing services through Click Analysis, the Advertiser is responsible for ensuring compliance with relevant privacy laws and policies (Google, Facebook) concerning direct marketing.
5.2 Costs associated with media and clicks generated from running this service will be charged directly by the respective platform. The Client authorises Click Analysis to provide their credit card details to the advertising platform for this purpose. These fees will appear as separate charges on the Client’s credit card statement.
5.3 The Client agrees that Click Analysis is not responsible or liable for any incorrect payments charged by third-party advertising platforms. The Client agrees to communicate directly with the advertising platform regarding any incorrect charges made to their nominated account by a third-party advertising platform. Click Analysis agrees to provide reasonable assistance to facilitate communication between the Client and the advertising platform should this situation arise.
5.4 The Client must comply with guidelines for the respective paid advertising platforms.
5.6 If Click Analysis chooses to use a paid platform account owned by the Client, only Click Analysis staff should make changes to the account. The Client can request changes through the designated Click Analysis account manager.
5.7 Please note that Click Analysis is not directly affiliated with Google™.
5.8 The Client will promptly inform Click Analysis if they stop receiving or have not received Leads from their website or advertising platforms managed by Click Analysis on their behalf for a period of 3 Business Days. While Click Analysis may aid in setup for convenience, it is not accountable for any interruptions to lead flow and is not liable to the Client for delayed delivery of these leads.
6. Upload of Content to Customer Websites and Assets
6.1 Click Analysis will upload optimised content and tags to the Client’s website where a web page is written in a language that our developers are trained in. If a web page has been designed using languages that we are not skilled in, uploading of content will be the responsibility of the Client and/or their webmaster.
6.2 Throughout the provision of the services, the Client may grant Click Analysis access to modify their website. Nonetheless, the Client acknowledges that Click Analysis bears no liability for any errors that may arise from these updates. Despite exercising caution during website modifications, the Client is responsible for regularly backing up its data as per clause 3.3c. This exemption does not apply to websites developed by and still hosted with Click Analysis.
6.3 Throughout the engagement, Click Analysis might need to create assets for the Client if the Client lacks the necessary services. Login details for these assets will be provided to the Client, and Click Analysis will not be accountable for monitoring these assets for any communications.
7. Website Design
7.1 Website design services are delivered according to your Agreement with Click Analysis. An estimated timing schedule is provided upon entering the Agreement. Failure to provide content or other necessary items within the specified timeframe will result in a delay in setting up the website.
7.2 Website design costs may be subsidised by Click Analysis. If the Client terminates website development at any stage before completion, they are obligated to pay this subsidised amount. Additionally, if the Client discontinues website development before completion, they are accountable for any fees related to completing the website as detailed in their Agreement.
7.3 Following the website’s launch, the Client is accountable for regularly backing up their website unless it is hosted by Click Analysis. If the Client’s website experiences downtime while hosted on a server other than Click Analysis’, we are not liable for restoring the website online.
7.4 Ad-hoc website maintenance including content updates is charged at the hourly rates as agreed between Click Analysis and the Client.
8. Email Management
8.1 Click Analysis may aid the Client in setting up email addresses through a preferred service provider. Instructions will be provided for setting up email access on desktop and mobile devices.
8.2 Any additional support regarding the setup or ongoing usage of your email will be offered through the preferred services provider.
9. Search Engine Optimisation (SEO)
9.1 Click Analysis will undertake the optimisation of the Clients website as per best practise techniques used in the industry.
9.2 The Client acknowledges and understands that SEO does not guarantee specific results, and outcomes can differ based on various factors including the Client’s website history and industry. The Client agrees to release Click Analysis, as well as any employee, owner, or director of Click Analysis, from any liability for damages, costs, or loss of business resulting from incidents or issues related to actions taken by any search engine.
9.3 Any alterations of SEO content by the Client are done so at the Clients own risk. Should the SEO scope of work expand (e.g. Additional keyword targeting, more product categories etc) this will incur additional fees.
9.4 SEO services do not encompass the consultation necessary for the launch of a new website on the domain being optimised. An extra fee will be incurred for this service, and a quote will be provided before the consultation begins.
10. Linked Websites
10.1 Certain services may include links to other websites (“linked websites”) that are not owned or operated by Click Analysis. These links are provided solely for convenience and may not be current or regularly maintained. Click Analysis is not liable for the content, terms and conditions, or privacy practices associated with linked websites.
10.2 The links between Click Analysis and linked websites should not be interpreted as an endorsement, approval, or recommendation by Click Analysis of the owners or operators of those linked websites, or of any information, graphics, materials, products, or services mentioned or contained on those linked websites. Written and authorised endorsements by Click Analysis are required for specific links, products, and/or services for such recommendations to be valid.
11. Service Inclusions
11.1 During the Term Click Analysis will:
- Supply telephone or other electronic support to the Client between the hours of 8:00am – 5:00pm Monday to Friday (Business Hours) in order to support the Client with our services;
- Provide the services as agreed between Click Analysis and the Client; and
- Provide any additional services which have been agreed to in writing between Click Analysis and the Client, the provision of any additional services are subject to the terms of the Agreement and may incur additional fees.
12. Service Exclusions
12.1 Unless agreed upon in writing, Click Analysis holds no liability and is not obligated to provide services under this Agreement in relation to:
- Rectification of lost or corrupted data resulting from any cause other than Click Analysis’s negligence;
- Support made more challenging due to changes, alterations, additions, modifications, or variations to the services or the utilisation of the system or operating environment.
- Addressing faults resulting from using the services beyond design or other specifications, or beyond the provisions outlined in any documentation or manual provided with the services, or due to operator error or omission;
- Recovering data files after failure to back up in accordance with Click Analysis’s recommended procedures.
- Identifying and/or resolving issues unrelated to the services;
- Damage resulting from external factors beyond Click Analysis’s control, including accidents, disasters, electrical faults, power surges, lightning, internet connection issues, vandalism, or burglary;
- The Client failing to adhere to written instructions from Click Analysis or a third party (such as Google) regarding the services.
- The abnormal use of the services by the Client or its third party, and/or any repairs or damages resulting from such misuse;
- Any additional exclusions specified in writing by Click Analysis.
12.2 Click Analysis may choose to provide the above services at an additional cost to the Client (which will be invoiced separately).
13. Confidentiality
13.1 Each party must at all times:
- Preserve the secrecy and confidentiality of any Confidential Information belonging to the other party;
- Refrain from divulging or disclosing any Confidential Information of the other party to any other person, firm, corporation, or entity;
- Avoid copying, transmitting, retaining, or removing any Confidential Information of the other party, or attempting to do so;
- Make every effort to prevent the disclosure of any Confidential Information of the other party to third parties.
13.2 All methodologies, documentation, and procedures utilised by Click Analysis for delivering the services are considered Click Analysis’s Confidential Information and should only be shared with the Client’s staff on a need-to-know basis. Disclosure of this Confidential Information to third parties is strictly prohibited unless Click Analysis grants express written consent, which may be withheld at its absolute discretion.
14. Privacy
14.1 The Client commits to adhering to the Privacy Act 1988 (Cth) in its interactions with Click Analysis. Specifically, the Client assures that it has made all requisite disclosures and obtained necessary consents under the Act regarding personal information provided to or accessed by Click Analysis in relation to this Agreement. The Client indemnifies and holds Click Analysis harmless from any costs, losses, damages, claims, and expenses arising from the Client’s violation of this warranty.
14.2 By entering into this Agreement, the Client confirms that it has read the Click Analysis Privacy Policy.
14.3 The Client agrees that Click Analysis may process their data as described in the Click Analysis Privacy Policy and for no other purposes. Click Analysis may access your data for the following reasons:
- To aid in processing a support request submitted by you;
- To protect Click Analysis by monitoring logs and metadata to ensure the security of your data and the services; or
- To the extent required by applicable law.
15. Partner Referral Agreements
15.1 If the Client has been referred to Click Analysis by a third-party referrer, the Client acknowledges and consents to the sharing of certain information with these partners for reporting purposes, including email, name, and purchased products.
16. Ownership of Data and Services Material
16.1 No Intellectual Property Rights (IPR) from prior work are transferred through this Agreement. Each party grants the other a royalty-free, non-exclusive, non-transferable license to use its prior work’s IPR for the duration of this Agreement. It’s clarified that the Client owns all IPR in the Client Content and grants Click Analysis a royalty-free right to use the Client Content for the provision of the services and any additional services that may arise during the Agreement’s Term.
16.2 Upon creation, Click Analysis owns all Intellectual Property Rights (IPR) for materials rendered. Upon payment of the Fee, Click Analysis grants the Client a royalty-free, non-exclusive, non-transferable license to use, modify, and adapt the materials for the duration of this Agreement and for its internal business purposes.
16.3 The Client agrees to not copy, reproduce, export, or engage in any dealings with the services and/or materials or any part thereof, except as expressly permitted by this Agreement.
16.4 The Client indemnifies, safeguards, and absolves Click Analysis from any loss, liability, claim, damage, or expense incurred by Click Analysis due to the Client’s failure to adhere to its obligations under this clause.
17. Security
17.1 Despite the security measures implemented to prevent information disclosure, certain conditions prevailing on the Internet, beyond Click Analysis’s control, could lead to security breaches. The Client explicitly waives any claims against Click Analysis arising from data loss due to corruption, piracy, breach of security, or any other cause.
18. Warranties and Indemnities
18.1 Nothing in this Agreement shall be construed as excluding, limiting, or altering the application of any legislation that cannot be excluded, limited, or altered by law.
18.2 Except as provided in clause 19.1, any implied representation, warranty, condition, or undertaking regarding the performance of the services, which would otherwise be implied in this Agreement by law, is excluded.
18.3 Click Analysis does not exclude any liability it may have for any failure to adhere to a consumer guarantee imposed by the Australian Consumer Law, or for any condition or warranty implied into this Agreement by legislation that cannot be excluded. However, to the extent permitted by law, such liability is limited to (at Click Analysis’s discretion) in the case of the services:
- Re-supplying the Services;
- Paying the cost of re-supplying the Services.
18.4 If Click Analysis’s liability cannot be or is not otherwise restricted in accordance with this clause 19, Click Analysis’s total aggregate liability under this Agreement, under no circumstances, whether based on warranty, contract, statute, tort (including negligence), or otherwise, will exceed the actual amounts paid to Click Analysis by the Client under this Agreement.
18.5 The Client bears sole responsibility for the use of the services in its business operations and hereby indemnifies (and holds indemnified) Click Analysis, its officers, employees, agents, and contractors from and against all liability, losses, actions, claims (including third-party claims), demands, proceedings, awards, settlements, compensation, damages, costs, and expenses, directly or indirectly arising from, or related to:
- The Client’s use of, or reliance on, any part of the services and/or materials; or
- Any other individual’s utilisation of, or reliance on, any aspect of the services and/or material provided to that individual directly or indirectly by the Client;
- The Client’s breach or failure to fulfill its obligations under this Agreement; or
- Any wilful, unlawful or negligent act or omission of the Client.
18.6 The Client’s liability under clause 19.5 will be decreased proportionally to the extent that Click Analysis’s negligent act or omission contributed to that loss or liability.
18.7 To the maximum extent permitted by law, Click Analysis is not liable for:
- Any special, indirect, or consequential loss, including (but not limited to) loss of opportunity and/or loss of profits, savings, clients, contracts, revenue, interest, or goodwill, experienced or incurred by the Client due to its use of the services and/or materials under this Agreement; or
- Any loss or damage incurred by the Client or any third party as a result of the Client’s negligent or improper use of the services and/or materials.
18.8 Click Analysis bears no responsibility for URLs that are dropped or excluded for any reason.
18.9 Click Analysis does not assert, warrant, or guarantee that the Client’s URLs will attain a favourable position, or any position, in search engine results. Click Analysis cannot control or guarantee which search engines, if any, will accept the submission of the Client’s website. Click Analysis will not be liable for delays or performance failures resulting from internet service provider delivery issues or failures, or any communication or delivery issues associated with the Client’s order details, such as incorrect email addresses or URL addresses.
19. Disputes
19.1 The parties must work in good faith to resolve any dispute between them arising from this Agreement.
19.2 Any dispute shall first be referred to the designated representatives of each party for resolution. If the dispute remains unresolved within 7 days, it will be escalated to a meeting involving the Director/CEO or an authorised delegate of each party or their equivalent.
19.3 If the dispute persists beyond 60 days following the meeting mentioned in clause 20.2, the parties will mutually select a suitable mediator. In the event of failure to reach an agreement, the President of the Law Society of Western Australia will designate a mediator. The allocation of costs will be decided through the mediation process.
19.4 A party shall refrain from initiating court proceedings until 30 days after referral to a mediator as per clause 20.3, except in cases where urgent interlocutory relief is necessary, which may be sought through courts of appropriate jurisdiction.
20. Termination
20.1 Either party may end this agreement by providing written notice of termination at least 30 days in advance to the other party.
20.2 Without prejudice to any other rights or remedies Click Analysis may have against the Client in connection with this Agreement, Click Analysis may terminate the Agreement immediately if the Client:
- Commits a serious breach of this Agreement including (but not limited to) posting offensive material or material promoting or suggestive of illegal or criminal activity;
- The Client breaches a provision of this Agreement and fails to remedy the breach within 30 days of receiving notice to do so; or
- The Client becomes insolvent, enters into liquidation or receivership, enters into a composition or arrangement with its creditors generally, or avails itself of any statutory relief for insolvent debtors.
20.3 Termination of this Agreement will not exempt the Client from the obligation to pay Fees for services already rendered.
21. Independent Contractor
21.1 Click Analysis is an independent contractor and not an employee or agent of the Client.
21.2 The method of performing the services will always be at the discretion and judgment of Click Analysis.
21.3 Neither Click Analysis nor any employee, contractor, representative, or agent of Click Analysis shall be considered an employee of the Client.
21.4 The parties to this Agreement shall not be or deemed to be in any partnership, collaboration, or joint venture. Neither party shall represent itself as a partner or joint venturer of the other party, nor shall either party pledge the credit or warrant the authority of the other party in any way.
22. Notices
22.1 Notices to the Client will be sent by email to the addresses provided by the Client to Click Analysis for the services agreed upon.
22.2 Notices can be sent to Click Analysis via email.
22.3 Where a notice is sent by email, the notice is deemed to have been given at the time of delivery unless a failed delivery notice has been received by the sender. Where a notice is sent on a day that is not a business day in Perth, Western Australia, it is deemed to have been given on the next business day in that state.
22.4 A notice may also be delivered by hand delivery to the person at the party’s place of business and is deemed to be delivered upon receipt by the person to whom the notice is addressed.