Terms of service

These Terms and Conditions outline the agreement between Cliqued Digital Pty Ltd (ACN 643 657 425) ("we," "us," "our") and you, the customer ("you," "your"). Together, we are referred to as the "parties" under this Agreement.

By using our services, you agree to these Terms and any Specific Terms related to the service(s) you’ve selected. This Agreement replaces all previous agreements and serves as the complete understanding between us regarding your services.

If there’s any conflict between these Terms and the Specific Terms, the Specific Terms will take precedence.

In the event of any conflict between these Terms and Conditions and the Specific Terms, the Specific Terms shall take precedence.

We reserve the right to make changes to this agreement, which may be communicated to you via written or electronic notice. By continuing to use our services after the notice period, you signify your acceptance of any changes made. The notice period may vary depending on the service and extent of the change:

  • For changes that provide a benefit to you or have a neutral impact, or are necessary for maintaining the security and integrity of our systems, we may implement them immediately and without notice.
  • For changes required to comply with any applicable laws or regulations, we will provide a reasonable period of notice.
  • For all other changes, including changes in pricing, we will provide you with at least 14 days' notice.

 

1. Definitions

Acceptable Use Policy means the provisions as set out in clause 12.

Chargeback and Chargeback fee have the meanings given in clause 4.7.

GST has the meaning given in the GST Act;

GST Act means A New Tax System (Goods and Services Tax) Act 1999 (Cth);

GST Law has the meaning given by the A New Tax System (Goods and Services Tax) Act 1999 (Cth), or, if that Act does not exist, means any Act imposing or relating to the imposition or administration of a goods and services tax in Australia and any regulation made under that Act.

Services means the specific services you have requested which are provided by us, including but not limited to:

  • Google Ads Management
  • Microsoft Ads Management
  • Social Media Management
  • Search Engine Optimisation
  • eCommerce
  • Custom Websites
  • Content Creation & graphic Design

Systems means our information technology infrastructure systems used to provide the Services.

Terms and Conditions means the terms and conditions contained in this Agreement

 

2. Supply of Services

2.1 Our Commitment
We will deliver the services outlined in this Agreement to the best of our ability and in line with the agreed terms.

2.2 Separate Services
Each Service under this Agreement is treated as a separate engagement. Termination or pause of one Service does not affect the continuation or payment obligations of other active Services. The notice period applies to each Service independently.

2.3 Recurring Agreements
For services billed weekly, fortnightly, or monthly, your agreement will continue on this schedule unless cancelled with at least one month’s written notice.

2.4 Fixed-Term Agreements
If your agreement is for a fixed term, it will automatically renew unless you provide written notice to cancel before the end of the term.

2.5 Unless otherwise stated in the Specific Terms, agreements with a fixed term of 1 weeks, 1 months, 3 months, 6 months, and 12 months will automatically renew into a weekly, fortnightly, or monthly agreement as stated in the Specific Terms for each service, unless written notice of cancellation with one month notice as per clause 7.1 is provided.

2.6 We are not held responsible for any delays or failure to fulfill our obligations under the agreement if such delays or failure is caused by the termination of access to a service by a service provider or any change to the supply conditions by that provider.

 

3. Acceptance of Terms

3.1 Agreement to Terms
By engaging Cliqued Digital for services and making payment for any quoted or proposed services, you confirm that you have read, understood, and agree to be bound by these Terms and Conditions, as well as any Specific Terms related to the services you are using. This agreement creates a binding legal contract between you (the Client) and Cliqued Digital (us).

3.2 Term of Agreement
The duration of this Agreement will align with the service term outlined in the Specific Terms, whether fixed-term or recurring.

3.3 Changes to Terms
We may update these Terms and Conditions to reflect operational, legal, or other changes. If updates occur:

  • For changes beneficial to you or neutral in impact, we may implement them immediately.
  • For legal or compliance-related changes, we’ll provide a reasonable notice period.
  • For other changes, including pricing adjustments, we’ll notify you at least 14 days in advance.

3.4 Your Acknowledgment
By continuing to use our services after the notice period for any changes, you agree to and accept the updated Terms and Conditions. If you do not agree, you may terminate the Agreement as outlined in section 7.

3.5 Clarity on Specific Terms
If there is any conflict between these Terms and Conditions and the Specific Terms provided for a particular service, the Specific Terms will take precedence.

 

4.  Payment Terms

4.1 The charges for each service are outlined in the Specific Terms for each service. These charges do not include any applicable GST.

4.2 You authorise Cliqued Digital to automatically debit the payment method, linked to your account for all service fees. To avoid service interruption due to expiration of credit cards, you allow our billing system to update the expiration date as required for processing payments, though we cannot guarantee success. It is your responsibility to keep your credit card information updated and to inform us of any changes.

4.3 Late Payments
If your payment is overdue, we may suspend your services until the payment is received. A 10% annual interest rate, calculated daily, will apply to overdue amounts.

4.4 Debt Recovery Costs
If we need to recover overdue payments, you agree to cover any reasonable costs, such as legal fees or debt collection agency charges. Additionally, we may report overdue amounts to credit agencies, which could result in a credit default listing.

4.5 If you sign up for a promotion and do not cancel the agreement within the promotional period, the agreement may continue without further notice and you may be charged the full amount starting from the first billing period after the promotion ends.

4.6 We will not be held liable for any delays or failures in fulfilling our obligations under this agreement if such delays or failures are caused by the termination of access to a service by the service provider or any changes to supply conditions by that provider. In such cases, we will inform you of the delay or failure and you are required to cooperate with us and provide us with the necessary support to resolve the issue, including responding promptly to our communications and providing accurate information as required.

4.7 If you raise a dispute with your financial institution regarding a purchase or ongoing service with your credit card, we do not accept any chargeback fees. If you are not satisfied with your purchase, please contact us to resolve the concern.

 

5. Your Responsibilities
5.1 In order for us to provide the services, you must cooperate with us and provide any necessary support, including:
  • Promptly responding to our communications regarding the services.
  • Providing accurate and prompt responses to our requests for any information or documentation that we may need to perform the services.

5.2 You are solely responsible for obtaining any necessary intellectual property rights clearances, consents, and authorizations, including but not limited to clearances and/or consents in relation to the services, any materials provided by you, any content that you upload, and merchant services agreements between you and relevant financial institutions.

5.3 You will indemnify us against any and all liabilities incurred by us in connection with:

  • Our use or reliance upon any images, trading names, or other materials provided by you,
  • Our compliance with any directions or instructions given by you in relation to the services.

5.4 Unless we have agreed to do so as part of a service, you are responsible for backing up any of your data hosted on our computer systems or provided to us as part of the services at reasonable intervals, given the nature of the data. We will not be held liable for any damages of any kind for loss of your computer files or data.

 

6. Pausing Management

6.1 You can request to temporarily halt this agreement for personal reasons with 14 days' paid notice on fixed-term or non-fixed-term plans. To request a pause of Search Engine Optimization services, you must provide 30 days' paid notice after the current billing cycle. Notice must be given in writing, including the reason for the pause and the date of return, and will be subject to the payment arrangements outlined in the Specific Terms.

6.2. We have the discretion to approve or deny your request for a pause in service and pauses cannot be longer than 2 months in a 12 month period.

6.3. Any pauses will only be effective starting from the date of notice, and no refunds will be provided for packages that have already been paid in advance.

6.4. If you are currently on pause and wish to extend the pause, you must notify your designated account manager before resuming our services. If you resume services without notifying us and later request to pause again, you will be charged another paid notice period.

6.5. If you wish to terminate this agreement before your pause period ends, you must follow the terms outlined in section 7, excluding the notice period outlined in subsection 7.1 if you already paid for a notice period, and if you haven't resumed your services.

 

7. Termination

7.1 Termination by Either Party
You or Cliqued Digital can terminate this Agreement by providing at least one month’s paid notice after the current billing cycle.

  • If your agreement is for a fixed term, termination will take effect at the end of that term.
  • If your agreement is not fixed-term, termination will occur one month after your paid notice period.

7.2 Early Termination Charges
For fixed-term agreements, early termination will incur an additional fee of either:

  • One month’s service fees, OR
  • Fees for the remaining term, whichever is less.

If you have prepaid for services, we will refund any unused balance (minus applicable early termination fees) upon request.

7.3 If you wish to terminate your account, you must provide written notice to your designated account manager.

7.4 You must agree to a meeting, in person or over the phone, with a Team Leader or Manager regarding your cancellation request to resolve any issues and finalize your cancellation.

7.5 Either party may terminate this agreement immediately by providing written notice to the other party if:

  • An insolvency event occurs with respect to either party,
  • The other party breaches a material, non-remediable term of this agreement, or
  • The other party breaches a term of this agreement but fails to remedy the breach within 14 days of receiving written notice to do so from the first party.

7.6 If we terminate a service as per 7.5 we will also immediately stop any other services provided to you.

7.7 Any cancellation will only be effective starting from the date of notice and no refunds will be provided for packages that have already been paid in advance.

 

8. Liabilities and Disclaimers

8.1 Service Limitations
While we strive to deliver exceptional service, we cannot guarantee that:

  • All your requirements will be met.
  • Services will always be uninterrupted, timely, secure, or error-free.
  • Unauthorized third-party access (e.g., hacking or viruses) can always be prevented.

8.2 The information provided through the services is provided on an "as is" basis, and we make no representations or warranties regarding its suitability for any purpose.

8.3 If you are entering into this agreement on behalf of a customer, you warrant that you have the authority to do so and agree to indemnify us for any breach of the agreement by the customer.

8.4 To ensure proper functioning of the services, we may be required to perform maintenance on our systems. We will provide notice of any planned downtime, whenever possible, except in situations beyond our control.

8.5 We exclude all implied terms, conditions, and warranties to the fullest extent allowed by law.

8.6 If any goods or services provided under this agreement are supplied to you as a consumer under the Australian Consumer Law or relevant state legislation, you will have certain non-excludable rights and remedies. In these cases, we limit our liability, as follows:

  • For goods: to replacement of the goods, supply of equivalent goods, or payment of the cost of replacing or acquiring equivalent goods, or to repair of the goods or payment of the cost of having the goods repaired.
  • For services: to re-supplying the services or payment of the cost of having the services re-supplied, at our discretion.

8.7 The above limitation of liability does not apply to liability for death or personal injury resulting from our negligence.

8.8 Nothing in this agreement will operate to exclude or limit our liability for fraudulent misrepresentation or for any other liability which cannot be excluded or limited by law.

 

9. Limitations of Liability

9.1 Our liability to you will not be limited or excluded in cases of fraud, any indemnification, death or personal injury caused by our negligence, or any other liability that cannot be excluded by law.

9.2 To the fullest extent permitted by law, neither party shall be liable to the other party for any direct, indirect, special, or consequential damages, loss of profits, revenue, business opportunities, loss of data or goodwill, arising out of or in connection with this agreement, regardless of whether the loss or damage is foreseeable or could have been reasonably supposed to have been in the contemplation of the parties at the time of entering into this agreement.

9.3 In any event, each party’s total aggregate liability for any and all claims under this agreement shall not exceed the amount of fees paid by you to us for the service over the preceding 12 months period.

9.4 Any claim made more than 6 months after the circumstances giving rise to the claim first became known to the claimant or could, with reasonable diligence, have become known to the claimants, will not be considered.

 

10. Access to Our Systems

10.1 You must keep all login details to access our Systems secure and confidential at all times and must not disclose them to anyone else (except those of your employees who need to know them for the purposes of their employment).

10.2 You agree that you are totally responsible for all actions of the people (if any) to whom you provide your login details (whether knowingly or not, and whether directly or indirectly) while they obtain access to our systems using those login details, and that we are entitled to treat instructions provided by those people through such access as instructions originating from you.

10.3 You must notify us immediately of any breach of security or unauthorised use of your login details to access our systems. We will not be liable for any loss you incur due to any unauthorised use of your login details.

10.4 You consent to our use of your login details in provisioning the Services, including in respect of any migration or transition of your account, content or data (to or from any suppliers we use) as reasonably necessary for the continued provision of the Services.

 

11. Governing Law and Jurisdiction

11.1 This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction in which the Services are provided and the parties hereby irrevocably submit to the exclusive jurisdiction of the courts of that jurisdiction.

11.2 Neither party may assign their rights or obligations under this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed. However, we may assign or novate this Agreement to any of our affiliates or a successor in connection with any merger, acquisition, or sale of our business or assets.

11.3 Any notice required or permitted to be given by either party under this Agreement shall be in writing and sent to the other party by email, postal mail or courier. Notice shall be deemed given on receipt as confirmed by the sender or five business days after mailing.

11.4 We reserve the right to subcontract any of our obligations under this Agreement, however this shall not relieve us of our obligations and responsibilities under this Agreement. We reserve the right to change suppliers at any time without notice, however in the event of any such change, you authorize us to move, alter, or delete your data as may be reasonably necessary.

11.5 No intellectual property rights are transferred to either party under this Agreement. All intellectual property rights in materials produced by us in connection with the Services shall remain our property. We grant you a perpetual, irrevocable, non-exclusive, royalty-free license to use such materials solely for the purpose of using the Services.

 

12. Privacy of Information

If we obtain your personal information, we are obliged to:

  1. comply with the provisions of any relevant privacy laws including the Privacy Act 1988 (C’wlth);
  2. collect and use the personal information for the sole purpose of performing its obligations in relation to that Service;
  3. protect the personal information from misuse and loss and from unauthorised access, modification or disclosure; and
  4. destroy or permanently de-identify the personal information as soon as that information is no longer needed to perform the obligations under these Terms and Conditions.

 

14. Liability Waiver (for Search Engine Optimisation and Digital Marketing Services)

14.1 You agree that you have provided us with access to your website for the purposes of providing Search Engine Optimisation and digital marketing services to you.

14.2 You acknowledge that we require access to your website hosting or control panel to provide the SEO and digital marketing services.

14.3 You undertake to obtain the relevant file transfer protocol (FTP) login details from the third-party that hosts your website and provide these details to us prior to accessing your website for the purpose of providing SEO and digital marketing services to you.

14.4 You acknowledge that where it is unable to provide the login details for your website to us, that we may not be able to perform digital marketing services on your website without the risk of the website becoming corrupted in the process. All fees and cost in regards to your service will continue to be billed whilst we await the correct login details, unless you have otherwise requested to pause the service as per our pause policies outlined in Section 6 of this agreement.

14.5 You acknowledge this risk and in the event your website becomes corrupted, the website may not be able to be restored by us without the required FTP login details being provided to us.

14.6 Notwithstanding the above risk as stated in clause 13.5, you agree for us to access your website to provide SEO and digital marketing services.

14.7 You hereby waive your rights to hold us liable for any direct or indirect losses, claims, costs, damages or expenses of yours, including any loss of revenue and consequential damages caused or contributed to by such corruption to your website.

14.8 In order to mitigate the risk of your website becoming corrupted, you agree and undertake to maintain backup versions of your website to guard against losses of any kind.

 

15. Shopify Growth Partnership - Specific Terms

15.1 Service Scope & Client Responsibilities

  • 15.1.1 Cliqued Digital will provide the Services as outlined in the agreed-upon Growth Partnership package. These Services may include, but are not limited to, strategic planning, marketing campaign management, Shopify store optimisation, and data analysis.
  • 15.1.2 The Client acknowledges that Cliqued Digital provides strategic guidance and recommendations, and the Client is responsible for implementing those recommendations, unless explicitly stated otherwise in the Growth Partnership package.
  • 15.1.3 The Client is responsible for providing Cliqued Digital with accurate data, necessary access to accounts (e.g., Shopify admin, ad accounts), and timely feedback to facilitate the effective delivery of the Services.
  • 15.1.4 Cliqued Digital provides limited support for content ideation and creative development. The Client is primarily responsible for content creation, including writing, graphic design, and video production.
  • 15.1.5 Cliqued Digital does not provide website design or development services, nor does it handle technical implementation of SEO recommendations or app installations as part of this package.
  • 15.1.6 Cliqued Digital does not handle day-to-day customer service inquiries, order fulfilment, or other operational tasks.
  • 15.1.7 Cliqued Digital does not provide financial management, accounting, legal, or HR services.

15.2 Platform Requirements & Suitability

  • 15.2.1 Different platforms (e.g., Google Ads, Meta Ads, TikTok Ads) have minimum requirements for advertising (budgets, ad creatives, etc.), which will be analysed on a case-by-case basis.
  • 15.2.2 Cliqued Digital reserves the right to refuse to work on any platform if it is deemed unsuitable for the Client's business or does not align with Cliqued Digital's brand values or expertise.
  • 15.2.3 The Client is responsible for directly funding their ad accounts and managing their ad spend budget.
  • 15.2.4 Any creative assets (images, videos, etc.) created by Cliqued Digital as part of the Services remain the property of Cliqued Digital. The Client is granted a non-exclusive license to use those assets for their marketing purposes.
  • 15.2.5 The Client can request to review and approve campaign strategies, ad creatives, and copy before they are launched. If the Client does not provide feedback within 2 business days of receiving the materials, they are considered approved.

15.3 Intellectual Property & Confidentiality

  • 15.3.1 The Client retains ownership of all content and materials they provide to Cliqued Digital.
  • 15.3.2 Cliqued Digital retains ownership of any materials created as part of the Services (e.g., ad copy, strategy documents), but grants the Client a non-exclusive license to use these materials for their business.
  • 15.3.3 Both parties agree to maintain the confidentiality of any sensitive information shared during the partnership.

15.4 Performance & Results

  • 15.4.1 Cliqued Digital will use commercially reasonable efforts to achieve the Client's desired outcomes but cannot guarantee specific results from marketing campaigns or other services.
  • 15.4.2 External factors (e.g., market conditions, competitor actions, platform changes) can impact campaign performance and are beyond Cliqued Digital's control.
  • 15.4.3 Achieving success requires a collaborative effort between Cliqued Digital and the Client, with both parties fulfilling their respective responsibilities.

15.5 Termination & Dispute Resolution

  • 15.5.1 This Agreement may be terminated by either party upon 30 days written notice to the other party.
  • 15.5.2 Any dispute arising out of or relating to this Agreement shall be settled by Cliqued Digital dispute resolution methods and related parties which may include meetings, in-person or virtually, phone calls, emails and other forms of communication to come to a reasonable outcome.

15.6 Force Majeure

  • 15.6.1 Neither party shall be liable for any delay or failure to perform its obligations under this Agreement due to any cause beyond its reasonable control, including but not limited to acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, earthquakes, or other natural disasters. 

15.7 Indemnification

  • 15.7.1 The Client agrees to indemnify and hold Cliqued Digital harmless from and against any and all claims, losses, damages, liabilities, costs and expenses (including attorney's fees) arising out of or relating to the Client's use of the Services, breach of this Agreement, or infringement of any third-party rights. 

 

GROWING SHOPIFY BRANDS SINCE 2020