This page contains the fine print, the nitty gritty about how we work with you to delivery digital marketing projects.
It’s here so we are both on the same page in terms of what is expected from each party.
We encourage you to make a copy of this page and download it for future reference, as this page may be edited from time to time.
You may engage us to carry out a Service for you by payment of first month’s invoice. Unless CLCK Digital notify you otherwise, CLCK Digital will accept that engagement, subject to this Services Agreement. The Service will commence in line with the Service schedule or when CLCK Digital accept the engagement.
2. PRICING STRUCTURES
If CLCK Digital provide you with a Pricing Structure for the Service, then that Pricing Structure:
- is based on the Specifications, and is subject to change if the parties agree to amend the Specifications;
- does not include GST unless otherwise stated;
- and is valid for a period of 30 days from the date CLCK Digital issue the Pricing Structure, unless otherwise agreed by CLCK Digital.
The Services that CLCK Digital provide to you, and any specific terms, may include some or all of the following:
- Marketing Strategy
- HubSpot software implementation and management
- Copywriting and content creation
- Search Engine Optimisation (SEO);
- Search Engine Advertising
- Display Advertising;
- Social Media Advertising;
- Social Media Management (SMM);
- Email marketing;
- Strategy, Creative and Analytics
You acknowledge that electronic services are subject to interruption and breakdown and all non-electronic services are subject to disruption, and therefore:
- the Services may not be error-free or uninterrupted; and your access to the Service and the operation of the Service may not be error-free or uninterrupted.
- CLCK Digital reserves the right to continue to provide the Services and/or invoice you for the Services in the event of any disruption, other than a disruption caused by CLCK Digital’s negligence or wilful acts or omissions.
4. HOURS OF SERVICE
All Services will be carried out between 8:30 am and 5:30 pm (local office time), Monday to Friday excluding public holidays and the Christmas / New Year closure periods.
5. CONTENT AND MATERIALS SUPPLIED BY YOU
You must supply to us all required materials you want us to use in the Service, and all other content and materials CLCK Digital reasonably request (Client Content) in a timely manner.
You must supply all Client Content in the following digital format/s:
- text/copy: Microsoft Word or Rich Text (clearly labelled and in correct order);
- tables: Microsoft Excel (clearly labelled and in correct order);
- images: high resolution where possible (JPEG, PNG files);
- logos: vector format (Illustrator EPS/AI);
- diagrams/maps: vector format (AI) or (JPEG files);
- if required, access to your current website and database via SSH, FTP and/or CMS/hosting control panel login;
- logins to any related software such as CRM, email marketing, ERP, etc.
- brand style guidelines (if applicable).
CLCK Digital may charge Additional Costs if the Client Content is not provided in the appropriate format, and failure to provide needed content may delay the project.
You warrant that the materials or content you provide to us, or that are provided to us on your behalf, will not: breach any rights (including Intellectual Property Rights or Moral Rights) of any third party; or compromise the security or operation of our computer systems, through a virus or otherwise.
6. VARIATIONS AND ADDITIONAL COSTS
If during the course of our engagement there are changes in the Specifications of the Service, the changes will be treated as a Variation.
Where a Variation occurs CLCK Digital reserves the right to halt work and review the Service costings. CLCK Digital will discuss the Variation with you and where required will issue a Variation Notice which is to include the modifications to the Specifications and any associated costs. CLCK Digital will not proceed with the Services until CLCK Digital receive your written approval to proceed.
Examples of Variations include:
- introduction of additional requirements not discussed during the onboarding process i.e. branding deliverables, introduction of video imagery, ad text, ad design and Digital Marketing Campaign focus;
- costs for commercial fonts, photography, audio and video;
- additional Service management time;
- unplanned delays in obtaining approval, Client Content or feedback resulting in CLCK Digital having to reschedule services, staff or facilitate continuance;
- overtime required to meet deadlines due to delays by the Client providing approval, Client Content or feedback;
- Work outside the agreed upon scope of services.
It is our process to include Service management time in all quotes, but from time to time CLCK Digital are required to not only manage the CLCK Digital team but also manage external providers or your team. This is generally not known at the time of quoting and may be treated as a Variation.
If during the course of our engagement there are small changes in the Service, CLCK Digital will contact you and provide an estimate of the Additional Costs for these small changes.
Where possible, CLCK Digital will attempt to obtain approval from you prior to undertaking the additional work. However, in some cases due to deadline and availability constraints, this may not be possible and CLCK Digital may proceed with the work without obtaining approval.
Additional Costs will be invoiced separately to the Client on an ad hoc basis, charged at current Professional Hourly Rates of $150/hr.
Examples of Additional Costs include:
- content not in the appropriate format that requires conversion;
- extra workshops or workshops requiring additional hours;
- requested additional design concepts/alterations;
- requested changes to the content/design after final approval has been requested or provided;
- uploading and styling/layout of additional Client Content;
- additional meetings and travel time.
7. PURCHASE OF STOCK IMAGES, FONTS, PHOTOGRAPHY, AUDIO OR VIDEO
Unless specified in the Pricing Structure, the Fees do not include any searches or purchase of stock images, commercial fonts, photography, software subscriptions, audio or video.
You can provide stock images, commercial fonts, audio or video, or CLCK Digital can purchase them on your behalf. When any stock images or commercial fonts are purchased on your behalf, CLCK Digital will be the license holder and the image or font can only be used under the terms of the license/s.
You indemnify, and agree to keep CLCK Digital, its directors, officers and employees indemnified, against all Loss arising out of the breach of these licenses.
Standard stock images will be charged according to current stock image rates.
Costing for any font, photography, audio or video required will be provided for approval separately via a Variation Notice.
Ownership of the finished photography, audio or video will be transferred to you upon full payment of all issued invoices. CLCK Digital retains ownership of all working files.
8. YOUR APPROVAL & IMPLEMENTATION
Your approval and implementation may be required for a number of items (Approval & Implementation Item) presented to you:
- Service brief;
- Content drafts;
- ad text;
- ad targeting;
- ad creative;
- design concepts (and your choice of one of them);
- each updated version of the chosen design concept;
- implementation of tracking codes
- landing pages or website development
- completed designs;
- variation Notices; and
- any other item for which CLCK Digital request your approval.
When CLCK Digital provide you with any Approval Item, you must notify us in writing whether you do or do not accept the completed Approval Item.
All items provided for approval may undergo up to two rounds of revisions to make changes requested by you. Further changes may incur additional charges at the discretion of CLCK Digital.
You will be deemed to have accepted the Approval Item if CLCK Digital do not receive a response from you, within 5 business days.
Your acceptance of the completed Approval Item in accordance with Section 8 means that the Approval Item is complete, and no further amendments are necessary. However, CLCK Digital will not proceed to the next Stage of the Service until CLCK Digital receive your approval to proceed.
There may be Additional Costs in having to reschedule services, staff or facilitate continuance due to unplanned delays in obtaining approval. If unable to perform continuance, the Client may have to pay a shutdown and subsequent restart fee commensurate to the labour and resource costs incurred.
9. SCHEDULING, PRODUCTION AND SERVICE MANAGEMENT
If CLCK Digital consider it to be necessary, CLCK Digital will develop a production schedule for the Services. CLCK Digital will use reasonable commercial endeavours to carry out the Services in accordance with that schedule.
If you delay in providing the approval, implementation, Client Content or feedback CLCK Digital require, then this may result in:
- a change in the delivery deadline set out in the production schedule; or
- if the delivery deadline cannot be changed, a Variation Notice will be issued, including necessary overtime costs.
10. ARCHIVING / RETRIEVAL
CLCK Digital will endeavour to store or archive all electronic files used in the production of your Service. However, CLCK Digital provide no guarantee that any stored or archived files can be retrieved in the future.
Once your content is published or other elements of the project become live, archiving of the files and database and copies of these files becomes the responsibility of the Client. CLCK Digital can at the request of the Client provide this service for an Additional Cost.
Disbursement charges are not included in the Fees. If CLCK Digital incur any disbursements or expenses during the course of the Service, CLCK Digital will charge these to you as Additional Costs.
These may include but are not limited to:
- costs of plugins, templates, and themes purchased as part of the Service;
- consumable material utilised as part of a Service or Digital Marketing Campaign;
- additional software subscriptions or licenses;
- one-off costs for social media monitoring at events.
12. WARRANTY DISCLAIMER
Nothing in this Agreement excludes, restricts or modifies any right or remedy, or any guarantee, warranty or other term or condition implied or imposed by legislation which cannot be lawfully excluded or limited. Such legislation includes the Australian Consumer Law which contains guarantees that protect the purchasers of goods and services in certain circumstances, each a non-excludable provision.
Subject to CLCK Digital’s obligations under the non-excludable provisions, and to the fullest extent permissible by law, CLCK Digital expressly disclaims all warranties and representations of any kind with respect to the Services whether express, implied, statutory, or arising out of the course of performance, course of dealing or usage of trade including any warranties or merchantability, fitness for a particular purpose, satisfactory quality, accuracy, title or non-infringement.
13. LIMITATION OF LIABILITY AND WARRANTY
To the fullest extent permissible by law, CLCK Digital is not liable (whether in contract or tort) for:
- faults or defects in any services or goods provided by third parties in connection with this agreement; or
- any indirect, special or consequential loss (including loss or corruption of data, loss of profits, revenue, goodwill, anticipated savings and business interruption) however arising, whether or not CLCK Digital knew of the possibility of such loss and whether or not such loss was foreseeable.
To the fullest extent permissible by law, in no event will CLCK Digital’s liability in contract, tort (including negligence and breach of statutory duty) or otherwise arising out of, or in connection with, this agreement exceed the amounts actually paid by the Client to CLCK Digital for the Service;
CLCK Digital makes no warranties regarding the likelihood of success of marketing or promotional activity undertaken pursuant to the agreement.
Without limiting the above, CLCK Digital will use its reasonable endeavours to optimise the performance of your Digital Marketing Campaign, however, CLCK Digital gives no warranties and makes no guarantees in respect of the performance of your Digital Marketing Campaign. You acknowledge that:
- search engine results and ad position will vary for each of the search engines and social media platforms;
- the algorithms of each search engine and social media platform may change unexpectedly from time to time;
- and this is out of the control of CLCK Digital
To the fullest extent permitted by law, the liability of CLCK Digital for a breach of a non-excludable condition is limited to: in the case of the provision of services:
- the supplying of the services again; or
- payment of the cost of having the services supplied again.
in relation to goods:
- the replacement of the goods or the supply of equivalent goods;
- the payment of the cost of replacing the goods or acquiring equivalent goods; or
- the repair of the goods or the payment of the cost of having the goods repaired.
- To the full extent permitted by law, CLCK Digital excludes all liability for the infringement of the Intellectual Property rights of any third party arising from any of the material or content published during the performance of the Services;
- liability for misrepresentation or negligence arising from detrimental reliance on any of the material or content published in accordance with the performance of the Services. It is your responsibility to thoroughly check and gain independent expert advice on the suitability or correctness of the material to be published as part of the performance of the Services;
- liability in respect of loss of data, 3rd party integration failure, breach of our security, interruption of business or any consequential or incidental damages; all representations, warranties or terms (whether express or implied) other than those expressly set out in the agreement.
CLCK Digital’s total aggregate liability for all claims relating to the agreement is limited to the price for the Services payable under this agreement.
Either party’s liability for any claim relating to the agreement will be reduced to the extent to which the other party contributed to the damage arising from the claim.
You indemnify, defend and hold harmless CLCK Digital in respect of all actions, claims, proceedings, demands, liabilities, losses, damages, expenses and costs (including legal fees on a full indemnity basis), in connection with any of the following:
- any breach of this agreement;
- your negligent acts or omissions; or
- your use of the Services, including any third party claims made in connection with or arising out of the Client’s use of the Service, other than use in accordance with this agreement.
- breach of third party Intellectual Property.
You indemnify, and agree to keep CLCK Digital, its directors, officers and employees indemnified, against all Loss arising from actions taken performing Services.
15. INTELLECTUAL PROPERTY AND SUPPLY OF RAW / EDITABLE FILES
All Intellectual Property Rights in Service Intellectual Property vest in, or will upon their creation vest in CLCK Digital.
CLCK Digital grant you a non-transferable, non-exclusive license to:
- publish one copy of the Service and supporting Service Intellectual Property unless otherwise stated by CLCK Digital; and
- use and reproduce the other Service Intellectual Property;
You must not, without our prior written consent:
- adapt, create derivative works from or merge the template or other Service add somethi
- use the Service Intellectual Property for any purpose other than the specific purpose for which CLCK Digital have provided it;
- reverse engineer, disassemble or decompile the Service Intellectual Property;
- distribute, lend, resell, transfer, assign or sublicence the Service or other Service Intellectual Property, or allow any other person to use it except in the course of visiting the Service; and
- remove or attempt to remove any proprietary or copyright notices or any labels on the Service or other Service Intellectual Property.
The supply of raw / editable files is at the discretion of CLCK Digital. Additional Costs will apply, and may be based upon a percentage of the original Pricing Structure, or a retrieval and release fee.
Stock images and commercial fonts remain the property of CLCK Digital, under license or its licensors at all times and are governed under licensing restrictions and rules and are not transferrable.
CLCK Digital do not warrant that your use of the designs, materials or content produced by us for you in the course of the Service will not infringe any third party’s Intellectual Property Rights or any person’s Moral Rights, but CLCK Digital will advise you if CLCK Digital become aware of any infringement.
You agree to allow CLCK Digital to use the Services provided for promotional and portfolio purposes. As part of the Services, CLCK Digital may place your company logo and case study on its corporate website or promotional collateral for promotional purposes unless requested otherwise by you.
Each party agrees to keep confidential, and not to use or disclose except as permitted by these terms and conditions, any Confidential Information of the other party. The parties agree not to disclose these terms and conditions (including any schedules), or any details of a Purchase Order or Pricing Structure. This obligation of confidence extends to Confidential Information obtained by a party before entering into this agreement. Each Party shall refrain from making negative comments about the other Party, whether online or in person.
The obligation of confidence as set out above does not apply to Confidential Information to the extent that is required to be disclosed by law or the rules of any stock exchange on which the recipient’s securities:
- are listed, provided that the recipient discloses the minimum amount of Confidential Information required to satisfy the Law or rules.
- The Party required to disclose the other Party’s Confidential Information as set out above must:
- provide a reasonable amount of notice to the other Party of the proposed disclosure;
- consult with the other Party as to the form of the disclosure; and
- take all reasonable steps to maintain such Confidential Information in confidence.
Each party must take all steps and do all such things as may be necessary, prudent or desirable in order to safeguard the confidentiality of the Confidential Information of the other party.
17. CALCULATION OF FEES IF NOT SPECIFIED
If the Fees are not specified (in a Purchase Order, Pricing Structure or otherwise) at the commencement of the Service, then CLCK Digital will charge you at the Professional Hourly Rate of $150/hr for all work that CLCK Digital carry out for you in the course of the Service. The Professional Hourly Rate may change from time to time.
CLCK Digital will perform the Services as specified in the Pricing Structure or as agreed in writing with the client, utilising the specified providers and/or platforms, for the specified term.
CLCK Digital reserve the right to reallocate approved pay per click budget between different approved marketing platforms (Google, Facebook/ Instagram or LinkedIn) or strategies (demographic targeting / remarketing) based on the effectiveness of the Digital Marketing Campaign in order to maximise results.
Travel time is not included in our quotations as CLCK Digital’s office or virtually are our preferred methods as these are appropriately set up for meetings and presentations. If you would prefer meetings at your office or any other location additional fees may apply.
CLCK Digital reserves the right to charge Additional Costs caused by the Client’s instructions, lack of instructions, interruptions, mistakes, work for which CLCK Digital is not responsible and changes to the requirements, expectations or hardware and software environment, and extra work required caused by faults or defects in any service provided by a third party.
Payment for Digital Marketing Campaigns must be made by credit card (Visa, MasterCard), bank transfer, or automatic direct debit from your nominated bank account.
CLCK Digital will provide an invoice on a set day each month at 14 day terms, for the work to be carried out over the next 30 days. Receipts will not be issued by default, but can be supplied if requested by you.
The Term will automatically renew for subsequent periods of the same duration, unless either party gives the other party written notice terminating the agreement 14 days prior to the expiration of the Term.
In relation to our Services, CLCK Digital may issue invoices for:
- payment as indicated in our Pricing Structure or estimate;
- for Additional Costs on an ad hoc basis as agreed.
CLCK Digital reserves the right to suspend all services provided to the client until any payment default is rectified under this Agreement.
All amounts stated (whether orally or in writing) are exclusive of GST.
20. NON SOLICITATION
You will not during or after this Agreement during the Restraint Period, either directly or indirectly, without written consent from CLCK Digital:
- Employ, canvas, solicit, entice or engage any of CLCK Digital’s employees, servants, contractors, and/or agents (‘Personnel’), to terminate their employment with CLCK Digital; and
- Employ, engage, retain or source any of CLCK Digital’s Personnel for any services that are of a competitive nature to CLCK Digital’s business.
For the purposes of this clause, the Restraint Period means 12 months.
21. DURATION OF AGREEMENT AND ITS TERMINATION
Upon execution by both parties this agreement will take effect: immediately and remain in effect until cancelled by either party.
The term will automatically renew for subsequent periods of the same duration, unless either party gives the other party written notice terminating the agreement 14 days prior to the expiration of the term or both parties agree in writing to vary the Services provided.
A party may terminate this agreement by notice in writing to the other party for any reason. If CLCK Digital terminates this agreement, you will receive a pro rata refund based on remaining number of days in a month. If the client terminates this agreement during a service period, no rebates will be provided for the remainder of that service period.
Upon termination of this agreement:
- our obligation to carry out the Service ceases;
- each party’s rights and obligations accrued prior to termination are not affected;
- the licence granted ceases;
- any unpaid invoice owed to CLCK Digital must be paid, including for any minimum term (failure to do so may result in CLCK Digital registering this default with a credit reporting agency);
- each party must immediately return to the other party (or destroy or delete as the other party directs) all Confidential Information of the other party in its possession or control, except to the extent that the party needs to keep such information to comply with its record-keeping obligations
If you have any questions or concerns about these terms and conditions you can email us at [email protected].