Click You Terms and Conditions of Service:
The Service
1. These Terms & Conditions govern your use of Click You (the “Service”), an Internet subscription service operated by Click You Pty Ltd, (“Click You”) ACN: 606361880 that provides users with access to Search Engine Marketing services for Google AdWords, Bing Advertising and Yahoo! Search Marketing (SEM). The Service provided to you by Click You on an “AS IS”, “AS AVAILABLE” basis subject to the provisions contained herein for your personal or business use only. Any other use or attempt to use Click You for other purposes, directly or indirectly, by you or by a third party is prohibited.
2. Unless explicitly stated otherwise, any new features that augment or enhance the current service shall be subject to these Terms and Conditions of Service. Your prior acceptance of these terms and conditions is a condition of your participation in the service. Please read the terms and conditions as your acceptance is indicated by your payment for the services.
3. Click You reserves the right, at its discretion, to change or modify all or any part of these Terms and Conditions at any time. Such changes or modifications shall be effective immediately upon notice published on www.clickyou.com.au/terms-conditions. Your continued use of the Service constitutes your binding acceptance of these terms and conditions, including any changes or modifications made by Click You as permitted above. If at any time these Terms and Conditions are no longer acceptable to you, you should immediately terminate your subscription to the Service in writing to ‘accounts@clickyou.com.au’.
Registration
1. You must provide accurate, complete, and current registration information and you agree to provide Click You with an update of that information promptly should changes occur.
2. Subscriptions to the Service are available only to corporations, corporate trustees both with an ACN/ABN or sole traders, partnerships, trusts, association owned or operated by individuals who are at least 18 years of age. Your right to use the Service cannot be transferred to any other person or any other entity.
3. Click You may change Advertising Campaigns, Advertisements, Advertising Campaign Settings used in a Search Engine Marketing Advertising Campaign at any time without prior notice. Click You may terminate, at its own discretion, any registration, including without limitation any or all related information, communications, postings, or services, at any time, without notice, for any reason or no reason, including without limitation for conduct that violates local, state, national or international laws or regulations or these Terms of Service, or material that Click You, at its sole discretion believes is harmful to others, the business of Click You or other third party information or service providers. You acknowledge that the Service may contain information, keywords, advertisements and other material (collectively, the “Advertising Campaign”) that is protected by copyright, trademark or other proprietary rights of Click You or third parties. All Advertising Campaigns on the Service is copyrighted as a collective intellectual work of Click You pursuant to applicable copyright law.
4. If the client brings with them a Google AdWords, Bing Advertising and/or Yahoo! Search Marketing Pay Per Click (PPC) service campaign to be solely “managed” by Click You; Click You shall make all reasonable efforts to make a copy of the SEM accounts at the time in which management is agreed and commenced. Any changes to this Advertising Account (the “Original Advertising Account”) will remain the sole property of Click You. Upon cancellation, the Advertising Campaign may be acquired for an agreed sum or the Original Advertising Account shall be restored and any changes made by Click You to the account removed from the SEM accounts.
Fees and Payments
1. You agree to pay all fees and charges incurred by you or any third party (eg. Google, Bing, Yahoo) using your Service account (whether or not authorised by you) at the rates in effect for the billing period in which such fees and charges are incurred, including, but not limited to applicable taxes, and charges for any products or services offered for sale through the Service by Click You or by any third party.
2. Your right to use the Service is subject to any limits established by your credit card company if billing is through a credit card. You shall be responsible for obtaining all telephone, telephone access lines, computer equipment and other products or services necessary to access and use the Service. You shall be responsible for all charges associated with accessing and maintaining a connection to the Service (e.g. charges imposed by an Internet access provider, or your local telephone company). Ongoing hosting and Search Engine Marketing fees (including costs associated with Click You maintaining your SEM account) will continue automatically, at the end of your subscription until such time as we receive a cancellation in accordance with our Cancellations Policy.
3. Click You shall provide you with a SEM Pay Per Click (PPC) service. The services aim to maximise your website’s performance in Google, Bing and Yahoo! Searches PPC for your subscription amount (less GST and account maintenance fees).
4. The subscription amount is the amount agreed to on the order form at the time of sale. You understand that your subscription amount (less GST and account maintenance fees) is divided into equal daily budgets for the term of your subscription. Any unused daily budget will roll over into the next day when applicable.
5. Click You works closely with you to identify realistic goals and timelines and employ the appropriate mix of tactics to maximize your SEM accounts for your daily budget. Click You will not provide you with the login details of your SEM account as Click You will manage this account on your behalf as part of your package. The Advertising Campaign will remain the sole property of Click You.
6. If your instalment payment has not been made, as per your payment terms, your account will be suspended until payment has been received and a reactivation fee of $50 will apply. If there is no payment after 90 days for an instalment, as per the payment terms, the account will be cancelled and the account will not be subject to any form of a refund. Cancelled accounts may not be able to be reactivated and any account history or information will not be retrievable.
7. The invoicing schedule for PPC direct search engine fees (including GST) for SEM are equivalent to the agreed upon package and shall be invoiced in advance i.e. at the beginning of the start of subscription term. All notices will be served in writing and shall be sent by mail, facsimile or electronic mail to the Client hereto at their respective addresses as specified on the order forms.
Subscription services and the set up operations required for the same will commence only on the payment of the fee.
8. As a client you will be provided with the following service levels:
- Personalised Account Setup: An online marketing strategy tailored to suit your business.
- Dedicated Account Manager: Google Qualified Professional to manage your online account.
- Phone or email customer support – You’ll be provided with your Dedicated Account
- Account Managers direct line and email address.
Cancellations Policy
Only Click You may, at its sole discretion, allow you to cancel your contract.
1. Commencing from the date of this agreement a fourteen (14) day cooling off period applies during which you may cancel this agreement without penalty other than to meet the costs you have incurred up to the date of termination.
2. At the conclusion of the cooling off period you are unable to then terminate the agreement for six (6) months to allow Click You sufficient opportunity to recoup the expenses it has incurred in providing the services and you acknowledge you will be required to indemnify Click You from any losses it incurs from your termination for any reason during the six month period.
3. If you wish to terminate your account with Click You, you must do so by sending an email to accounts@clickyou.com.au and giving details of your company name and the product/service that you are cancelling at least 10 business days prior to renewal date, otherwise your account will be automatically renewed for the same subscription period and you will be liable for, and immediately invoiced upon the commencement of, such additional subscription period. Specifically, Click You will not accept verbal instructions to terminate an account. On receipt of your cancellation email, Click You will issue you a confirmation of intent to cancel.
4. Should Click You approve this cancellation and the customer’s account is not yet active, a research, set up and cancellation fee of 25% of your invoiced amount may apply for commenced work. You are responsible for all charges incurred up to the time the account is cancelled, including all charges for the month in which cancellation became effective.
5. Refunds must be approved by management and will be processed within 15 working days.
6. The daily budget amount that has already been spent will not be refunded under any circumstances.
7. You must to notify Click You if you do not wish to renew your subscription before the end of the contract. Click You will automatically renew your subscription at the end of each term and bill the then-current renewal fee to the client.
8. Click You reserves the right, at its sole discretion, to restrict, suspend or terminate your access to all or any part of the Service at any time for any reason without prior notice or liability. Click You may change, suspend or discontinue all or any aspect of the Service at any time, including the availability of any Service feature, Database, or Advertising Campaign, without prior notice or liability.
9. Click You offers refunds and credit refunds. They must be approved by management and will be processed within 15 working days.
10. In the event of customer requested cancellation of a renewed service, Click You will complete the cancellation request to your service at the first available opportunity, however we acknowledge the date of lodgement of the cancellation request (where we have provided a confirmation email) as the date of cancellation. Services are required to be cancelled 10 business days before renewal, for cancellations submitted after 10 business days prior to renewal there are no credits and no refunds.
Disclaimer of Warranties
1. Click You makes no warranty that Click You will meet your requirements, or that Click You will be uninterrupted, timely, secure, or error free; Click You makes no representations as to the suitability of the information available on or through Click You, including but not limited to user amended sites, for any purpose nor about its legitimacy, legality, validity, accuracy, correctness, reliability, quality, stability, completeness or currency.
2. Although we try our absolute best, Click You makes no warranty that a Search Engine Marketing Advertising Campaign will generate any increase in sales, business activity, profits or any other form of improvement for your business or any other purpose,
3. Click You makes no warranty that a Search Engine Marketing Advertising Campaign will lead to any clicks to your business or other information.
4. Click You makes no warranty that a Search Engine Marketing Advertising Campaign will lead to consistent exposure of your business or your key words during your subscription period (including but not limited to, the position your advertisement is placed on a search result page or the frequency and time of day that your advertisement is displayed).
5. Click You does not endorse, verify or otherwise certify the Advertising Campaigns of any such information. Users are solely responsible for the Advertising Campaigns of their websites and their AdWords advertisement Advertising Campaign and may be held legally liable or accountable for the Advertising Campaigns of their websites (including without limitation in connection with infringement of intellectual property rights of any other party).
6. Click You abides by the guidelines of Google AdWords and Yahoo! Search Marketing, key terms or adverts requested by the customer must also abide by these guidelines. The packages are sold on the terms of key terms being a key term and location, hence key terms on their own without a location may require a higher subscription or an increase in the customer’s current package.
7. Click You is not responsible for the increase of any key terms cost per click, hence if your subscription amount can no longer cater for the key terms, they will be removed from your list of key terms.
Click You does not warrant or guarantee:
(a) that any information available on or through Click You will be free of infection by viruses, worms, trojan horses or anything else manifesting contaminating or destructive properties;
(b) that the information available on or through Click You will not contain adult-oriented material, or material which some individuals may deem objectionable; or
(c) that the functions or services performed by Click You will be uninterrupted or error-free or that defects in Click You will be corrected. It is the sole responsibility of the user to isolate software and information, execute anti-contamination software and otherwise take steps to ensure that software or information, if contaminated or infected, will not damage user’s information or system.
Limitation of Liability
1. In no event shall Click You be liable to any party for any damages, including without limitation any direct, indirect, special, punitive, incidental or consequential damages (including, but not limited to, damages for loss of business profits, business interruption, loss of programs or information, loss of profits or goodwill or loss of use of facilities or equipment), or any other damages arising – in any way, shape or form – out of the availability, use, reliance on, inability to utilise or improper use of Click You even if Click You shall have been advised of the possibility of such damages or is negligent, and regardless of the form of action, whether in contract, tort, or otherwise. Because some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, the above exclusions of incidental and consequential damages may not apply to you.
2. In no event shall Click You be liable to any party for any delays, inaccuracies, errors or omissions with respect to Click You or the information or the transmission or delivery of all or any part thereof, for any damage arising there from or occasioned thereby, or for the results obtained from the use of information available on or through Click You. You expressly agree that Click You shall not be responsible or liable for any loss of data, nor shall Click You be required to return any lost data, resulting from the suspension or deletion of user websites or websites, network or system outages, file corruption or any other reasons.
3. You expressly agree that Click You shall not be liable for any conduct by users of Click You and shall not be responsible or liable for the accuracy, usefulness or availability of any information transmitted, uploaded, posted or made available on or through Click You. You expressly agree to indemnify and hold harmless Click You, its subsidiaries, affiliates, officers, agents, co-branders and other partners, and its and their respective employees, from and against any and all damages, liabilities, actions, causes of action, suits, claims, demands, losses, costs and expenses (including without limitation reasonable legal fees and disbursements and court costs) arising from or in connection with your Information, your use of or connection to Click You, your violation of these Terms and Conditions of Service or your violation of any rights of any third party.
Debtor Policy
1. Default & Consequences Of Default
(a) Interest on overdue invoices shall accrue from the date when payment becomes due daily until the date of payment at a rate of 2.5% per calendar month and shall accrue at such a rate after as well as before any judgement.
(b) If the Buyer defaults in payment of any invoice when due, the Buyer shall indemnify the Seller from and against all the Seller’s costs and disbursements including on a solicitor and own client basis and in addition all costs of collection.
(c) Without prejudice to any other remedies the Seller may have, if at any time the Buyer is in breach of any obligation (including those relating to payment), the Seller may suspend or terminate the supply of Goods to the Buyer and any of its other obligations under the terms and conditions; including deleting any advertising campaigns and information. The Seller will not be liable to the Buyer for any loss or damage the Buyer suffers because the Seller exercised its rights under this clause.
(d) If any account remains unpaid at the end of the month after supply of the goods or services the following shall apply: An immediate amount of $50.00 shall be levied for administration fees which sum shall become immediately due and payable.
(e) In the event that:
(i) any money payable to Click You becomes overdue, or in Click You’s opinion you will be unable to meet its payments as they fall due; or
(ii) you become insolvent, convene a meeting with creditors or proposes or enters into an arrangement with creditors, or makes an assignment for the benefit of its creditors; or
(iii) a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of you or your corporation or any asset of yours or your corporation;
then
(iv) Click You shall be entitled to cancel all or any part of any order of yours which remains unperformed in addition to and without prejudice to any other remedies; and
(v) all amounts owing to Click You shall, whether or not due Click You arising out of these terms and conditions, and Click You may take any lawful steps to require payment of the amounts due and the Price.
(vi) Click You can issue proceedings to recover the Price of the service sold notwithstanding that ownership of the service may not have passed to you.
Miscellaneous
1. Click You provides you with an initial draft of your SEM advert via email/mail and your account is uploaded at this time. When an account is uploaded by Click You onto the Google AdWords network, it is subject to Google’s terms and conditions and approval clauses. Google AdWords, Bing Advertising and Yahoo! Search Marketing may have up to a 48hr monitoring period in which Google will approve your account for online advertising. Click You will deem your account active once Google approve your account and will notify you accordingly. Click You and all its customers must adhere to the terms and conditions of Google AdWords, Bing Advertising and Yahoo! Search Marketing. Click You ensures its guarantee, of the agreed percentage of key terms on the first page, is only applicable at the time of your daily budget being refreshed by Google Australia. This guarantee is only applicable to accounts that have their geo-target option set to Australia or regions within Australia. Click You reserves the right in its sole discretion to:
(a) make improvements, corrections, adaptations, conversions and/or any other change in Click You and to any part thereof and/or to revise or modify these Terms and Conditions of Service;
(b) change, limit, terminate, remove or cease to provide at any time, temporarily or permanently, Click You or any part thereof, to all users or any number thereof including without limitation the use of or access to Click You, granted to you or to any other user, at any time, without notice, for any reason or no reason;
(c) refrain from publishing on this site and delete or remove from Click You, at its sole discretion, any Web page or Information or material provided for display, posted, uploaded or transmitted by any user or any part thereof;
(d) establish a new operating and usage policy for Click You and change it at any time for any reason or no reason; and
(e) from publishing Click You numbers or any other details of the users using Click You, at any time.
2 Click You may revise or replace these Terms and Conditions of Service from time to time. You agree that your use of Click You, beyond a period of 15 days after a notice of such change has been provided on the Click You network or Website for the first time, shall constitute your consent to the new or revised Click You Terms and Conditions of Service. Any reference made in this document to Click You shall be deemed to have been made to Click You, its suppliers, co-branders and licensors and each of their subsidiaries, successors, assignees, affiliates as well as any company that controls Click You, directly or indirectly, and any other subsidiary of that controlling company.
Payment
1. All charges payable by you to us for the Services shall be invoiced and due/payable within seven (7) days of receipt of our invoice.
2. The provision by us of the Services is contingent upon our having received payment in full from you in respect of the relevant Services. Without prejudice to our other rights and remedies under this agreement, if any sum payable is not paid on or before the due date, we reserve the right, forthwith and at our sole discretion, to suspend the provision of Services to you.
3. If you fail to make payment within the terms of this agreement, you will become liable for the cost of collection; including any legal or third-party fees of collection. This will include interest on any overdue amount, calculated at the daily rate of 5% per month, from the due date of the payment.
4. Upon provision of a credit card account, you give us authorisation to automatically debit your credit card for all charges on issuance of a valid invoice. All Australian issued American Express, Visa and MasterCard credit card transactions, including debit cards which select the ‘credit’ function, will be liable to a 1.75% credit card processing fee. All internationally issued credit cards, including debit cards which select the ‘credit’ function will be liable to a 2.9% credit card processing fee.
5. For customers who nominate to pay via direct deposit or bank transfer, there is no surcharge.