Terms of business
Cleveronline - Terms of business
Gifta Pty Ltd, acting as trustee for The Helena Pauline Trust, ABN 42590160506, trading as Cleveronline.
Cleveronline wants you to be absolutely delighted with our service, and we make every effort to operate in a fair and reasonable manner at all times. So these terms and conditions are intended to make all parties aware of their obligations and set the basis of a happy working relationship.
All work is carried out subject to our Terms of Business: these may be updated from time-to-time without prior notice, so we suggest that you check them before briefing us with any work. If we are instructed to go ahead with any work, it will be deemed that it is in acceptance of our current Terms of Business.
Relationship of the Parties
The parties intend that an independent contractor relationship will be created by this contract, and that no partnership, joint venture or employee/employer relationship is intended or implied.
Following discussions and briefings, Cleveronline will provide an indication of costings and timings. The client will receive a copy of this, and the client is to inform Cleveronline immediately of any corrections, alterations, inaccuracies or other problems. Any quotes, estimates or costings provided remain valid for 20 days. One-off projects are subject to a minimum charge of 1 hour. Cleveronline will endeavour to work within the time frames scheduled, provided you supply us with all the relevant information pertaining to the contract.
Depending upon the nature of the work undertaken by Cleveronline, the client will have the opportunity to make any changes. However if the brief is changed or cancelled after work on the project has begun, this will be chargeable to the client.
Any additional costs (e.g. courier fees; postage; car parking fees; additional printing/finishing work, flights, hotel accommodation, etc.) not included in the briefing/contact document or other communications may be charged for, subject to prior verbal or written approval by the client.
Terms of Payment
Cleveronline will invoice clients promptly upon completion of the project.
Projects which take longer than one week to complete may be invoiced for progress payments (between 50% and 100%), especially where we have already done a significant part of the work. Clients may be required to pay a deposit before work is commenced; Cleveronline would advise you in advance if this applies.
Our payment terms are strictly seven days of invoice date. No statements will be issued. All work will remain the property of Cleveronline until paid for in full.
Cleveronline reserves the right to charge interest on overdue accounts, which will be in line with ANZ banks credit card interest rate for Visa standard card. We also reserve the right to withdraw consultancy services to overdue accounts.
All monetary amounts described are in Australian dollars unless specifically stated otherwise.
The client is responsible for any costs incurred in recovering outstanding amounts from them, including any debt collection and legal fees and Cleveronline’s administration time.
All prices are quoted exclusive of GST. GST does not apply to overseas orders.
Cleveronline will apply due diligence to the provision of error-free copy or code and to proof-read the project throughout.
However it is the sole responsibility of the client to review all material prior to production and too attest for its accuracy. Cleveronline will not be liable for production charges or legal cases related to any error in copy, edited or not.
The client has final approval and responsibility for accuracy of materials. Written client approval will be sought on all work prior to production.
Work that is outsourced (e.g., graphic design, database, letterbox drop, advertising or printing services) may be invoiced upfront, together with a 15% handling fee. The supplier will be briefed once Cleveronline has received the cleared funds in full in our bank account. Cleveronline is acting as your agent, and it is the responsibility of the client to assess the suitability of any suppliers, services or products suggested to them. Cleveronline makes no warranty that these products or services will meet your requirements or be error-free. Cleveronline accepts no responsibility for any loss or damage resulting from any sub-contracted work. Our “Two Thumbs Up Guarantee” does not apply to outsourced, value-added work. We will attempt to resolve any disputes in a fair and amicable manner; if this does not meet your requirements then you would be encouraged to resolve the matter with the supplier directly.
Work produced by Cleveronline will remain the property of Cleveronline until such time as payment has been made in full whereupon they will become the property of the client. Any electronic files produced become the property of the client, and are available on CD at any time after payment has been made, for a fee of $20 plus GST, per CD to cover administrative costs, plus any postage costs incurred by Cleveronline.
The parties acknowledge that Cleveronline may accept jobs from other clients to develop work in the same or similar industries and that Cleveronline may replicate and exploit all techniques used for the creation of work. Cleveronline retains royalty-free rights to use the completed project and any preliminary concepts for the purpose of marketing its business.
In the event of a client supplying images or photographs, Cleveronline will assume that any copyright issues related to those images have been satisfied and that the client is providing them with the permission of the originator of the images. The client will take full responsibility for any copyright issues resulting from the use of the images.
If any images or photographs are supplied by Cleveronline, it is acknowledged that copyright of the same is retained by Cleveronline.
Limitation of Liability
You agree that Cleveronline will not be liable for any indirect or consequential damages, including but not limited to, loss of profits or for any claim made on the client by any other party, even though Cleveronline may have been notified of such damage or claims.
We shall not be liable to you for any loss or damage directly or indirectly arising out of or in connection with any delay in delivery of the goods or failure to perform its obligations under this agreement where such delay is caused directly or indirectly by natural disaster (fire, storm, flood, earthquake, volcano eruption); armed conflict; labour dispute; civil commotion; intervention of a government; inability to obtain labour, materials or manufacturing facilities; breakdown or malfunction of machinery/equipment; outages in telecommunications, radio communications or power networks; theft; accidents/illness; bankruptcy/liquidation of a supplier; interruptions of, or delay in, transportation; any act or omission of any third party; or any other cause beyond our control.
The client agrees to defend, indemnify and hold us harmless from and against any and all claims, losses, liabilities and expenses (including attorneys’ fees) related to or arising out of the services provided by us to you under this agreement, including without limitation claims made by third parties (including your customers) related to any false advertising claims, liability claims for products or services sold by the client, claims for patent, copyright or trademark infringement, claims due to disruption or malfunction of services provided hereunder, or for any content submitted by the client for publication by us.
If, despite the other provisions of this agreement, Cleveronline is found to be liable to the client then its liability for any single event or series of related events is limited to the fees.
It is an essential pre-condition to you using our services or website that you agree and accept that cleveronline is not legally responsible for any loss or damage you might suffer related to your use of our services or website, whether from errors or from omissions in our documents or information, any goods or services we may offer or from any other use of our services or website. This includes your use or reliance on any third party content, links, comments or advertisements. Your use of, or reliance on, any information or materials on our service is entirely at your own risk, for which we shall not be liable.
It shall be your own responsibility to ensure that any products, services or information available through this website meet your specific, personal requirements. You acknowledge that such information and materials may contain inaccuracies or errors and we expressly exclude liability for any such inaccuracies or errors to the fullest extent permitted by law.
Competition and Consumer Act
For the purposes of Schedule 2 of the Australian Consumer Law, in particular Sections 51 to 53, 64 and 64A of Part 3-2, Division 1, Subdivision A of the Competition and Consumer Act 2010 (Cth), cleveronline liability for any breach of a term of this agreement is limited to: the supplying of the goods or services to you again; the replacement of the goods; or the payment of the cost of having the goods or services supplied to you again.
Cleveronline shall keep in confidence all confidential information it has received from the client. Cleveronline shall take all reasonable steps to protect any sensitive information and trade secrets provided, however the client should brief Cleveronline fully on additional security required above and beyond this.
Intellectual Property Rights
Cleveronline shall have a complete and permanent right to and the use of all work produced, developed or created for the client. This includes ownership of intellectual property of such work.
Privacy Act, Data Protection and other Laws
Personal information whether contained in this application or otherwise obtained may be used by Cleveronline to:
– Carry out any work which the client has asked us to do, where subcontractors or third parties require this information;
– To administer and maintain the client’s account and to communicate for any purpose.
The personal information provided to us by the client is collected by and will be held by Cleveronline.
Though Cleveronline will do their best to keep you on the right side of the law, the responsibility lies with the client for ensuring that applicable laws (not limited to, but including the Privacy Act 1988 and any of amendments to this Act) are adhered to. Cleveronline is not able to give legal advice: if such is sought, please contact a lawyer.
Termination of Services
Cleveronline will attempt to resolve any conflicts in a professional and amicable manner. Cleveronline reserves the right to cease immediately without liability to provide the service and to terminate this agreement if the client goes into liquidation or bankruptcy, or if the client fails to meet any obligation in accordance with this agreement.
We reserve the right to terminate this contract at any time without notice. In such event no monies would be payable by the client for work undertaken prior to termination and Cleveronline would not be responsible for any consequences of the termination of the contract.
Whether we’re working with you every month or just on a specific project, we’ll work on every marketing piece until you approve it at no additional cost (until the revision time allowed in the original estimates is reached), unless: – You request changes and alterations which were not part of the original brief.
– An excessive number of amendments are requested (we consider more than three revisions – i.e., 3 sets of copy including the initial draft – to be excessive).
In return we ask that you:
– Provide us with a detailed brief of your all your requirements at the outset. – Implement the campaign as suggested, and make sure that all staff have the relevant scripts, training etc. to get the result you want.
– Be prepared to test different campaigns to find the winning formula for your business.
– Measure the results in a suitable, quantitative manner so that we can learn and make educated decisions in the future.
This agreement and the Cleveronline website are subject to the laws of Queensland and Australia. If there is a dispute between you and Cleveronline that results in litigation then you must submit to the jurisdiction of the courts of Queensland.