General Terms & Conditions
By placing an order with Online Specialists, you confirm that you are in agreement with and bound by the terms and conditions below.
Definitions:
The Client: The company or individual requesting the services of Online Specialists.
Online Specialists: Primary designer/site owner & employees or affiliates.
General
Online Specialists will carry out work only where an agreement is provided either by email, telephone, mail or fax. Online Specialists will carry out work only for clients who are 18 years of age or above. An ‘order’ is deemed to be a written or verbal contract between Online Specialists and the client this includes telephone and email agreements.
Whilst every endeavour will be made to ensure that the website and any scripts or programs are free of errors, cannot accept responsibility for any losses incurred due to malfunction, the website or any part of it.
The website, graphics and any programming code remain the property of Online Specialists until all outstanding accounts are paid in full.
Any scripts, cgi applications, php scripts, or software (unless specifically agreed) written by Online Specialists remain the copyright of Online Specialists and may only be commercially reproduced or resold with the permission of Online Specialists.
Online Specialists cannot take responsibility for any copyright infringements caused by materials submitted by the client. We reserve the right to refuse any material of a copyrighted nature unless adequate proof is given of permission to use such material.
Any additions to the brief will be carried out at the discretion of Online Specialists and where no charge is made by Online Specialists for such additions, Online Specialists accept no responsibility to ensure such additions are error free and reserve the right to charge an according amount for any correction to these or further additions.
The client agrees to make available as soon as is reasonably possible to Online Specialists all materials required to complete the site to the agreed standard and within the set deadline.
Online Specialists will not be liable for costs incurred, compensation or loss of earnings due to the failure to meet agreed deadlines.
Online Specialists will not be liable or become involved in any disputes between the site owner and their clients and cannot be held responsible for any wrongdoing on the part of a site owner.
Online Specialists will not be liable for any costs incurred, compensation or loss of earnings due to the work carried out on behalf of the client or any of the clients appointed agents.
Online Specialists will not be liable for any costs incurred, compensation or loss of earnings due to the unavailability of the site, its servers, software or any material provided by its agents.
Once you decide to employ the services of Online Specialists payment is due in accordance with our payment terms. There are no exceptions to this. Non payment will result in legal action being taken if necessary.
Website Design, Development & Hosting
1. Obligations
Full hosting payment after 1 month of accepting the quotation is required. If in the event that the development process has delayed the live site, then hosting charges will be held over until the site is complete. If the customer delays feedback, then hosting charges will commence after 1 month regardless of the status of the site. Payment-due notices will be sent by electronic mail, unless otherwise requested by client. If payment is not received by the renewal date, your account will be terminated. Once your account is terminated, you will need to pay for the set up fee ($100) and the monthly fees to reopen the account. There is a $35 fee for bounced checks.
2. Renewals
Your hosting account will be automatically renewed under the same time and fee structure unless you give written notice to Online Specialists (30) days before the renewal date that you do not wish to renew such account.
3. Cancellation
You may cancel at anytime. If you cancel after the first 30 days from the opening of your account, you will be obligated to pay all fees and charges accrued prior to the effectiveness of the cancellation. Online Specialists will refund to you the prepaid fees for basic hosting for the full months remaining after effectiveness of cancellation, less any prior fees and charges, and an early cancellation fee of $100. Accounts that are terminated by Online Specialists will not receive any refund. All cancellations must be received in writing as per the deadlines indicated; regular mail, e-mail and fax notifications are acceptable. Phone requests will not constitute acceptance of any cancellation. Cancellation request will reflect the day of your submission. Refunds will be issued back to you within 7-10 business days from your cancellation date.
4. Transfers
If you wish to transfer your hosting to another provider Online Specialists can, upon request, provide you with a backup copy. The cost for this service is $150.
5. Fair Use Policy
We offer our clients using either shared server or dedicated server limited restriction on use of bandwidth. We reserve the right to determine ´fair use´ of this policy and should we incur excessive costs on account of misuse by the client, we will charge the client of the excess cost incurred.
6. Development Process / Initial Quote Process
We offer a free offer to quote for your design and development needs. This offer is extended under the consideration that you will have all your specifications ready and digitally deliverable for our team to assess. The initial process is designed to be undertaken remotely. If you require face to face meetings, as some larger outsourcing work will, then as part of our initial remote assessment, we will quote for travel time and associated costs, should you be seriously interested in engaging our services.
7. Quote finalization
Once we have holistically ascertained your requirements we will prepare a document brief with storyboards (blueprint) for your sign off.
8. Homepage Design
Once site design is signed off on (via email or written consent), design is considered approved. Any subsequent changes to design are billable at our standard hourly rate.
9. Navigation
Once site outline/map is signed off on (via email consent), site navigation is considered approved. Any subsequent changes to navigation are billable at our standard hourly rate.
10. Content
Provision of content is customers responsibility.
11. Text content
Content must be provided in digital form, unless copy is being developed by Online Specialists Web Development. Transcription of non-digital content is considered billable, unless otherwise provided for in customers contract. Clients should provide proof-written copy. Two rounds of revisions will be provided free of charge. Subsequent revisions will be billable at our regular hourly rate.
12. Copy development
Development of website copy is billable at our regular hourly rate. Development of copy is accomplished via Online Specialists Web Development discussing with the client about the topic areas to be addressed on their web pages. Online Specialists then composes appropriate copy, submits to the client for review, edit, and approval. Approved copy is then posted to the web pages.
13. Graphical content
Images outside of the website design must be provided in digital form or in a form that can be easily scanned, unless otherwise provided for in customers contract. Subsequent revisions will be billable at our regular hourly rate.
14. Time-frame
Each website will be designed to the unique specifications of our clients. Some standard websites have defined ours, but the timeframe cannot be truly ascertained until we complete the blueprint. The payment terms of each project will be different. The size of the project will determine whether a 50% initial deposit will be required, with balance of 50% payable prior to delivery or whether 4 payments of 25% for deposit and ongoing work is required. This will be defined in the quotation document.
15. Database Implementation
Entry of data for database applications is considered clients responsibility. Entry of data by Online Specialists is billable, unless otherwise provided for in customers contract.
16. Email
We offer free domain-based email accounts to our clients.
17. Training
Training can be provided at clients request and is billable under our hourly rate. Video training can also be provided where applicable.
18. Technical Support
Online Specialists will provide 24 hour support for all emergency related issues (which consist of website up-time and critical website functionality). Online Specialists will will also take responsibility to fix, at Online Specialists cost all associated issues with the software that we provide, limited to areas where modifications at Customer request have taken place. In the event that we have an issue outside of areas modified by us on open source software, rectification will take place at the Customers cost.
Customers who host with us are provided with a service level agreement that consists of the following:
- We allow up to 3 aesthetic changes to the structure of the website per month
We allow up to 3 content adjustment/replacement/removal changes per month
24/7 emergency support (which consists of website uptime and critical website functionality)
Ongoing support of the site and the rectification of software issues as outlined above. In the event that we are requested to provide additional work, that was not adequately outlined in the original scope of works, this will attract an hourly charge for support. The Customer will be responsible for costs associated with travel and time for any consultation, this is not included in the monthly support agreement. Any change requests exceeding scope of works, or our service level agreement will attract an hourly charge.
19. Hosting
Customers who host with us are provided with a service level agreement that consists of the following:
• Hosting charges will apply 30 days from receipt of initial deposit into Online Specialists account due to the website being developed has to be hosted while under-construction. Unless otherwise agreed to with Online Specialists.
• 99.9% website up-time guarantee and 24/7 emergency support (which consists of website uptime and critical website functionality)
• Ongoing support of the site and the rectification of software issues as outlined above In the event that we are requested to provide additional work that was not adequately outlined in the original scope of works, this will attract an hourly charge for support.
• Under our dispute resolution policy (available upon request) there will be some measure of good will in the event of grey areas within the original scope where we will aim for an amicable outcome of 50/50 share of costs associated with additional work requirements.
• The client will be responsible for costs associated with travel and time for any consultation. This is not included in the monthly support agreement.
Any change requests exceeding scope of works, or our service level agreement will attract an hourly charge.
We have a number of mediums for our customers to procure support. For service requests, we provide an easy to use help desk via our Contact Us page. Customers can log in and create a service request and specify the priority. We offer business hours phone support only. Out of scope work will be billed in accordance with our hourly rate.
Support tickets must be lodged by either emailing support@onlinespecialists.zendesk.com or
going to our home page www.onlinespecialists.com.au and navigating to the “Support” link at the footer of the page.
20. Project Management
We track all our projects in a sophisticated project management system. This allows us to provide an accurate, real time, update to our clients at any stage of the project lifetime. This ensures that we can provide a highly competent level of service and track and additional requests that a billable over and above the contract specified rate.
21. Intellectual Property
All creation files remain the property of Online Specialists web design and its partners unless otherwise agreed.
Online Specialists retains the Copyright in and the right to use all artwork created in advancing the profile of Online Specialists and to be recognised for artwork created by Online Specialists, unless otherwise agreed.
Online Specialists shall be free to reproduce, use, disclose display exhibit, transmit, perform, create derivative works, and distribute any item from your Web Page unless specifically agreed otherwise. Further, Online Specialists shall be free to use any ideas concepts know-how or techniques acquired in construction of sites for any purpose whatsoever, including but not limited to developing, manufacturing and marketing products and other items incorporating such information unless specifically agreed otherwise.
Online Specialists observes Privacy Laws and Guidelines relating to personal data
22. Development Process Payment Obligations, Renewals, and Cancellations
The deposit paid to Online Specialists Web Development covers the cost of design work carried out. It is not possible to refund a deposit once Online Specialists Web Development has sent the first design to the Client. Online Specialists Web Development reserve the right to decide whether a refund is applicable if requested by the Client for any reason.
A refund is not guaranteed by Online Specialists Web Development, but possible providing Online Specialists Web Development decides upon this option. If paid by credit card, refunds will be issued to the original credit card provided at the time of purchase. If your account has been cancelled by us due to a breach of the terms and conditions on your part, you will not be eligible for a refund. Phone requests will not constitute acceptance of any cancellation.
Domain Transfers For domains not originally registered with us there will be a transfer-in / transfer-out fee.
23. Non-Domain-Based Troubleshooting
Online Specialists Web Development maintains and troubleshoots the websites we develop for our clients, as well as any domain-based email accounts of those websites. We do NOT assume responsibility for upkeep or provide non-billable troubleshooting on our clients’ ISPs (Internet Service Providers), ISP-based email accounts (name@bresnan.net, name@3rivers.net, etc), your home or office internet connections, or any other non-domain-based issues outside Online Specialists Web Development’s realm of service. Provision of non-domain-based troubleshooting services will be billable at our normal hourly rate.
23. Warranties and Liabilities We do not warrant that:
The Services provided under this agreement will be uninterrupted or error free.
The Services will meet your requirements, other than as expressly set out in this agreement or
The Services will be free from external intruders (hackers) or other persons having unauthorised access to the services or systems of Online Specialists.
Except as expressly provided to the contrary in this agreement, all warranties whether express, implied, statutory or otherwise relating in any way to the subject matter of this agreement, are excluded.
Where any statute implies any term into this agreement and that statute avoids or prohibits provisions in a contract excluding or modifying the application of, or liability under, such a term then the term will be taken to be included in this agreement. However, our liability for any breach of the term will, if permitted by that statute, be limited, at our option, to the resupply of the services again; or payment of the cost of having the services supplied again.
24. Online Specialists will not be liable to the Client for:
Any loss or damage in respect of the provision of the Services
Any costs, claims, loss or damage of any kind resulting from the fraudulent, negligent or otherwise unlawful behaviour of the Client
Any costs, claims loss or damage arising from any information, data or other material provided to Online Specialists by or on behalf of the Client.
You warrant that at the time of entering into this agreement you are not relying on any representation made by us which has not been stated expressly in this agreement, or on any descriptions or specifications contained in any other document, including any catalogues or publicity material which we have produced
you will conduct such tests and computer virus scanning as may be necessary to ensure that data uploaded by you onto or downloaded by you from the Server does not contain any computer virus and will not, in any way, corrupt the data or systems of any person
You will keep secure any passwords used to upload data to the Server and you hold and will continue to hold the copyright in the Client Data or that you are licensed and will continue to be licensed to use the Client Data.
You accept responsibility for all information and material you issue over any Service, and indemnify us and hold us harmless against any liability in relation thereto. In particular you undertake that you shall not publish or issue any information that is illegal or defamatory. You also acknowledge that we do not vet or approve any information or material available through the Service and that we do not accept any liability. To the full extent permitted by law you access and use such information and material at your own risk.
You agree to abide by our Acceptable Use Policy and you agree that its terms form part of this agreement between you and Online Specialists.
You are solely responsible for dealing with persons who access the Client Data, and must not refer complaints or inquiries in relation to such data to us.
We are not liable to you or any other person for any cost, loss or liability (including loss of profit or other consequential damage) arising from our supply or failure or delay in supplying the Service; the content, context or confidentiality of any communications made using the Service; loss or damage caused by third party software applications forming part of the Service.
You indemnify us against all costs, expenses, loss or liability that we may suffer (directly or indirectly) resulting from:
Your breach of these terms, your use or misuse of the Service and the use or misuse of the Service by any person using your account, publication of defamatory, offensive or otherwise unlawful material on any website forming part of your Service
25. Suspension and Termination of Service.
We may from time to time without notice suspend the Service or disconnect or deny your access to the Service: during any technical failure, modification or maintenance involved in the Service provided that we will use reasonable endeavours to procure the resumption of the Services as soon as reasonably practicable; or if the Customer fails to comply with any agreement (including failure to pay charges due) until the breach (if capable of remedy) is remedied, or does, or allows to be done, anything which in our opinion may have the affect of jeopardising the operation of the Service. Notwithstanding any suspension of any Service under this clause you shall remain liable for all charges due throughout the period of suspension.
Online Specialists may without notice to you remove, amend or alter your data upon being made aware of: any claim or allegation; or any court order, judgment, determination or other finding of a court or other competent body, that the data is illegal, defamatory, offensive or in breach of a third parties rights.
We may end our agreement with you and cease providing Services for any reason, on 30 days notice to you. You may close your account with Online Specialists on 30 days notice to Online Specialists.
Before closure of your account with Online Specialists, you may access your Client Data for the purposes of reproduction or backup at any of the resources provided for in operational service agreements.
Online Specialists is not obligated to provide Client Data in any format other than those normally accessible from the resources mentioned above. Upon closure of your account with Online Specialists, all services will be terminated and all Client Data will be deleted from Online Specialists systems. Online Specialists is not obligated to restore from backup or otherwise provide Client Data after termination of service. If your account is closed you must pay all outstanding charges immediately.
Search Engine Optimization (SEO)
1. General Conditions
1.1 Online Specialists reserves the right, at its discretion to change or modify all or any part the terms and conditions at any time which change will be effective at the expiration of 24 hours from the time notice is given by publishing the changes on the website Online Specialists website.
1.2 The Customer’s continued use of the services is binding acceptance of these terms and conditions and any changes thereto.
1.3 Whilst Online Specialists takes all care in implementing our Search Engine Optimisation solution it is unable to guarantee improved rankings in Australia’s major search engines as it does not control the algorithms of the search engines
1.4 Each party agrees to keep in confidence and prevent the unauthorised use or disclosure to any unauthorised person or persons of all confidential information which is received under this agreement and to use such data only for the above stated purpose
1.5 The use of the Online Specialists Search Engine Optimisation (SEO) service is at the Customer’s own risk
1.6 The Customer acknowledges that Online Specialists makes no warranty that a Search Engine Optimisation will generate any increase in sales, business activity, profits or any other form of improvement for the Customer’s business or any other purpose
1.7 To the fullest extent permissible by law, Online Specialists shall not be liable to the Customer 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 whether arising from the negligence of Online Specialists or otherwise
1.8 Where liability cannot be legally excluded, the liability of Online Specialists shall be limited to the cost of supplying the service again
1.9 The Customer agrees to indemnify Online Specialists for any third party claim for damages arising out of or in any way connected with the supply of services by Online Specialists to the Customer, 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 whether arising from the negligence of Online Specialists or otherwise
1.10 The Customer expressly agree to indemnify and hold harmless Online Specialists, its subsidiaries, affiliates, officers, agents and other partners and its and their respective employees from and against all damages, liabilities, actions, causes of action, suits, claims, demands, losses, costs and expenses (including without limitation reasonable attorneys fees and disbursements and court costs) arising from or in connection with the Customer’s information, the Customer’s use of Online Specialists Search Engine Optimisation services.
2. Fees and Payments
2.1 Online Specialists invoicing schedule is as outlined in the Customer proposal.
2.2 Online Specialists reserves the right to change its fees and fee structures upon providing 30 days written notice.
2.3 There are no refunds available on services by Online Specialists
2.4 Payment is required from any new client before any work is carried out. It is the Online Specialists policy that any outstanding accounts for work carried out by Online Specialists or its affiliates are required to be paid in full, no later than 7 days from the date of the invoice unless by prior arrangement with Online Specialists.
We will contact clients via email and telephone to remind them of such payments if they are not received when due.
If accounts are not settled or Online Specialists have not been contacted regarding the delay, access to the related website may be denied and web pages removed, we will then pass such cases to the Small Claims Court to pursue payment, non payment can result in court judgements (cj’s) being added to the client’s credit rating.
Following consistent non payment of an invoice our Solicitors will contact the client in question, with a view to taking the matter further and if need be to seek payment through legal procedures, and if necessary court summons.
3. Cancellations
3.1 Online Specialists Search Engine Optimisation solution is provided under a month by month agreement. In the event the customer cancels the agreement at any time 30 days notice in writing must be received by Online Specialists.
3.2 Some Online Specialists Search Engine Optimisation solutions may be provided under a 12 month agreement. In the event, the customer cancels the agreement during this time, the remainder of the 12 month agreement is payable, unless otherwise stipulated in the Customer proposal.
4. Privacy
4.1. The Customer agrees that the Customer’s personal data may be used and retained by Online Specialists for the following purposes:
i. Provision of good & services
ii. Marketing of good & services
iii. Processing any payment instructions
5. Confidentiality
5.1. Notwithstanding that this Agreement shall have terminated or expired, each party agrees to keep in confidence and prevent the unauthorized use or disclosure to any unauthorized person or persons of all Confidential Information which is received under this Agreement and to use such data only for the above stated purpose.
5.2. Confidential Information shall include information disclosed orally only if identified as proprietary information at the time of the first oral disclosure and reduced to writing and so designated within thirty (30) days thereof. Neither party shall be liable for use or disclosure of any such Confidential Information if the same:
i. Is in the public domain at the time it is disclosed; or
ii. Is known to the receiving party at the time of disclosure;
iii. Is used or disclosed with the prior, written approval of the disclosing party; or
iv. Is used or disclosed after five (5) years from the date it was first disclosed by the
disclosing party to the other party pursuant to this Agreement; or
v. Is independently developed by the receiving party; or
vi. Becomes known to the receiving party from a source other than the disclosing party
without a breach of this Agreement by the receiving party.
5.3. In maintaining the confidentiality of confidential Information received hereunder, each party shall exercise the same degree of care that the receiving party takes to safeguard its own proprietary information.
5.4. These Terms and Conditions shall be governed by, performed under, and construed in accordance with the laws but not the conflict of law provisions of the State of Queensland.
Pay-Per-Click (PPC)
1.1 These Terms & Conditions govern your use of Online Specialists, an Internet Marketing service ‘Our Service’, that provides users with access to a Website creation and hosting service and/or Search Engine Marketing services for Google AdWords. Online Specialists is provided to you subject to the provisions contained herein for your personal or business use only. Any other use or attempt to use Online Specialists for other purposes, directly or indirectly, by you or by a third party is prohibited.
1.2 Unless explicitly stated otherwise, any new features that augment or enhance the current service shall be subject to these Terms and Conditions of Service. The Service consists of website building services and software and/or search engine marketing services. Your participation in the Service is conditional upon your acceptance of these stated terms and conditions. Please read the following terms and conditions. Your acceptance of these terms and conditions is indicated by your payment for the services.
1.3 Online Specialists 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 the www.onlinespecialists.com.au your continued use of the Service constitutes your binding acceptance of these terms and conditions, including any changes or modifications made by Online Specialists as permitted above. If at any time these Terms and Conditions are no longer acceptable to you, you should immediately terminate your subscription to our Service in writing.
Registration
2.1 You must provide accurate, complete, and current registration information and you agree to provide Online Specialists with an update of that information promptly should changes occur.
2.2 Subscriptions to Our Service are available only to individuals who are at least 18 years of age or to incorporated businesses or sole traders or partnerships or trusts or associations owned or operated by individuals who are at least 18 years of age. Your right to use our Service cannot be transferred to any other person or any other entity.
2.3 Online Specialists may change at any time Key-Words used in a Pay-Per-Click campaign at any time without giving you notice. Online Specialists 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 or federal laws or regulations or these Terms of Service, or material that Online Specialists, at its sole discretion believes is harmful to others, the business of Online Specialists or other third party information or service providers. You acknowledge that Our Service contains information, software, photographs, graphics, keywords and other material that is protected by copyright, trademark or other proprietary rights of Online Specialists or third parties. All Content on Our Service is copyrighted as a collective work of Online Specialists pursuant to applicable copyright law.
Fees & Payments
3.1 You agree to pay all fees and charges incurred by you or any third party 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 our Service by Online Specialists or by any third party.
3.2 Your right to use our 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 our Service. You shall be responsible for all charges associated with accessing and maintaining a connection to our Service (e.g. charges imposed by an Internet access provider, or your local telephone company). Search Engine Marketing fees (including costs associated with Online Specialists maintaining your Google AdWords Search Marketing account) will continue automatically, on a month-by-month basis until such time as we receive a cancellation in accordance with our Cancellations Policy.
3.3 Online Specialists shall provide you with a Google AdWords Pay-Per-Click (PPC) service. The services guarantee to maximise your website’s performance in Google Searches PPC for your subscription amount (plus GST, including clicks handling fee of 10% and account maintenance fees).
3.4 The subscription amount is the amount agreed to on the invoice 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 automatically roll over into the next day.
3.5 Online Specialists works closely with you to achieve realistic goals and timelines while using highly specialized skills and expertise to improve the Quality Score of your Google AdWords Campaigns for your daily budget. Pausing of campaigns is only available for a maximum of 30 days within a 12 month period. Maintenance fees still apply during this time. Any time after 30 days will be subject to normal cancellation policies. Online Specialists will not provide you with the login details of your Google AdWords account as we will manage this account on your behalf as part of your fully managed account.
3.6 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 cannot be reactivated and any account history or information will not be retrievable.
3.7 The invoicing schedule for PPC direct search engine fees (including GST) for Google AdWords are equivalent to the agreed upon package as per the Agreement Form shall be invoiced in advance i.e. at the beginning of the start of subscription term. Online Specialists shall provide PPC reporting to The Client on a permanent monthly basis for the Term of the subscription. 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 agreement forms.
Subscription services and the set up operations required for the same will commence only on the payment of the fees
Cancellations Policy
4.1 Only Online Specialists may, at its sole discretion, allow you to cancel your agreement.
4.2 Notification of intent to cancel must be provided in writing or by email with 30 days notice in advance to support@onlinespecialists.com.au
4.3 Should Online Specialists approve this cancellation and the customer’s account is not yet active, a cancellation fee of $50 will apply. 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.
4.4 Refunds must be approved by management and will be processed within 15 working days.
4.5 The daily budget amount that has already been spent will not be refunded under any circumstances.
4.6 Online Specialists reserves the right, at its sole discretion, to restrict, suspend or terminate your access to all or any part of our Service at any time for any reason without prior notice or liability. Online Specialists may change, suspend or discontinue all or any aspect of the Service at any time, including the availability of any Service feature, database, or content, without prior notice or liability
Disclaimer of Warranties
5.1 You expressly agree that entering or using of Online Specialists is at your own risk. No warranty, representation, condition, undertaking or term – express or implied, statutory or otherwise – including but not limited to the condition, quality, durability, performance, accuracy, reliability, non-infringement, merchantability, or fitness for a particular purpose or use of Online Specialists is given or assumed by all such warranties, representations, conditions, undertakings and terms are hereby excluded.
5.2 Online Specialists makes no warranty that we will meet your requirements, or that Online Specialists will be uninterrupted, timely, secure, or error free; Online Specialists makes no representations as to the suitability of the information available on or through Online Specialists, 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.
5.3 Online Specialists makes no warranty that a Search Engine Marketing campaign will generate any increase in sales, business activity, profits or any other form of improvement for your business or any other purpose.
5.4 Online Specialists makes no warranty that a Search Engine Marketing campaign will lead to any clicks to your business or other information.
5.5 Online Specialists makes no warranty that a Search Engine Marketing 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). All such information on the user-amended sites is provided by the users.
5.6 The information available on or through Online Specialists user amended sites is not reviewed, controlled or examined by Online Specialists in any way before it appears on Online Specialists.
5.7 Online Specialists does not endorse, verify or otherwise certify the contents of any such information. Users are solely responsible for the contents of their websites and their AdWords advertisement content and may be held legally liable or accountable for the contents of their websites (including without limitation in connection with infringement of intellectual property rights of any other party).
5.8 Online Specialists abides by the guidelines of Google AdWords Search Marketing, key terms or adverts requested by the customer must also abide by these guidelines. The Pay-Per-Click campaigns 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 campaign settings.
5.9 Online Specialists 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. Online Specialists does not warrant or guarantee:
(a) that any information available on or through Online Specialists 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 Online Specialists will not contain adult-oriented material, or material which some individuals may deem objectionable; or
(c) that the functions or services performed by Online Specialists will be uninterrupted or error-free or that defects in Online Specialists 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 Liabilities
6.1 In no event shall Online Specialists 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 Online Specialists even if Online Specialists 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.
6.2 In no event shall Online Specialists be liable to any party for any delays, inaccuracies, errors or omissions with respect to Online Specialists 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 Online Specialists. You expressly agree that Online Specialists shall not be responsible or liable for any loss of data, nor shall Online Specialists 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.
6.3 Online Specialists urges you to maintain backup versions of your website’s content to guard against losses of any kind. You expressly agree that Online Specialists shall not be liable for any conduct by users of Online Specialists 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 Online Specialists. You expressly agree to indemnify and hold harmless Online Specialists, 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 attorneys’ fees and disbursements and court costs) arising from or in connection with your Information, your use of or connection to Online Specialists, your violation of these Terms and Conditions of Service or your violation of any rights of any third party.
Debtor Policy
7.1 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. 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 second 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 the Seller becomes overdue, or in the Seller’s opinion the Buyer will be unable to meet its payments as they fall due; or
(ii) the Buyer becomes insolvent, convenes a meeting with its 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 the Buyer or any asset of the Buyer; then
(iv) the Seller shall be entitled to cancel all or any part of any order of the Buyer which remains unperformed in addition to and without prejudice to any other remedies; and
(v) all amounts owing to the Seller shall, whether or not due the Seller arising out of these terms and conditions, and the Seller may take any lawful steps to require payment of the amounts due and the Price.
(vi) The Seller can issue proceedings to recover the Price of the Goods sold notwithstanding that ownership of the Goods may not have passed to the Buyer.
Privacy
8.1 Privacy Act 1988
(a) The Buyer and/or the Guarantor/s agree for the Seller to obtain from a credit-reporting agency a credit report containing personal credit information about the Buyer and Guarantor/s in relation to credit provided by the Seller.
(b) The Buyer and/or the Guarantor/s agree that the Seller may exchange information about Buyer and Guarantor/s with those credit providers named in the Application for Credit account or named in a consumer credit report issued by a reporting agency for the following purposes:
(i) To assess an application by Buyer;
(ii) To notify other credit providers of a default by the Buyer;
(iii) To exchange information with other credit providers as to the status of this credit account, where the Buyer is in default with other credit providers; and
(iv) To assess the credit worthiness of Buyer and/or Guarantor/s.
(c) The Buyer consents to the Seller being given a consumer credit report to collect overdue payment on commercial credit (Section 18K(1)(h) Privacy Act 1988).
(d) The Buyer agrees that Personal Data provided may be used and retained by the Seller for the following purposes and for other purposes as shall be agreed between the Buyer and Seller or required by law from time to time:
(i) provision of Services & Goods;
(ii) marketing of Services and or Goods by the Seller, its agents or distributors in relation to the Services and Goods;
(iii) analysing, verifying and/or checking the Buyer’s credit, payment and/or status in relation to provision of Services/Goods;
(iv) processing of any payment instructions, direct debit facilities and/or credit facilities requested by Buyer; and
(v) enabling the daily operation of Buyer’s account and/or the collection of amounts outstanding in the Buyer’s account in relation to the Services and Goods.
(e) The Seller may give, information about the Buyer to a credit reporting agency for the following purposes:
(i) to obtain a consumer credit report about the Buyer; and or
(ii) allow the credit reporting agency to create or maintain a credit information file containing information about the Buyer.
Miscellaneous
9.1 Online Specialists provides you with an initial draft of your Google AdWords Search Marketing advert via email/ fax and your account is uploaded at this time. When an account is uploaded by Online Specialists onto Google’s AdWords network, it is subject to Google’s terms and conditions and approval clauses. Google AdWords and Yahoo! Search Marketing has a 48hr monitoring period in which Google will approve your account for online advertising. Online Specialists will deem your account active once Google approve your account and email/fax you a notification with your Pay-Per-Click Campaign start and end dates.
Online Specialists Australia and all its customers must adhere to the terms and conditions of Google AdWords Search Marketing. Customers are able to request for changes to their Google AdWords Search Marketing account once per month by sending changes to their Campaign Manager. Online Specialists 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. Online Specialists reserves the right in its sole discretion to
(a) make improvements, corrections, adaptations, conversions and/or any other change in Online Specialists 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, Online Specialists or any part thereof, to all users or any number thereof including without limitation the use of or access to Online Specialists, 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 Online Specialists, 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 Online Specialists and change it at any time for any reason or no reason; and from publishing Online Specialists numbers or any other details of the users using Online Specialists , at any time.
9.2 Online Specialists may revise or replace these Terms and Conditions of Service from time to time. You agree that your use of Online Specialists, beyond a period of 15 days after a notice of such change has been provided on the Online Specialists network or Website for the first time, shall constitute your consent to the new or revised Online Specialists Terms and Conditions of Service. Any reference made in this document to Online Specialists or Online Specialists shall be deemed to have been made to Online Specialists, its suppliers, co-branders and licensors and each of their subsidiaries, successors, assignees, affiliates as well as any company that controls Online Specialists™ Australia, directly or indirectly, and any other subsidiary of that controlling company.
Complaints Procedure
Anyone who experiences a problem with any service provided by Online Specialists should raise the matter directly contacting their account manager or by using our online contact form to do so, giving sufficient information to locate the material (such as a URL) and clearly outlining the grounds for complaint.
Online Specialists will approach the individual responsible for the material in question with a view to resolving the matter to the satisfaction of the complainant.
You can contact us at support@onlinespecialists.com.au
