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Terms and Conditions
Parties. Authority to act. Services for businesses only.
Clarica only provides work to business clients. The client warrants that any work requested is for business use. Persons engaging our services warrant that they are authorised to act as an agent for any organisation they purport to represent and that they are authorised to accept these terms accordingly. In this document, "you" means "the client" & "we" or "us" means "Clarica". Clarica's ABN is: 96-166-825-156
Fixed quotes and budgets.
Clarica does not generally provide fixed quotations for design, coding, or content writing related tasks due to the variability in the volume of work or revisions that can potentially be requested within any given brief. Costing estimates do not represent a fixed quotation unless they are clearly and explicitly agreed to amount to such in writing. Where a fixed quotation is provided, a project is deemed to be completed when a functional work is supplied that substantially complies with the outline of work agreed upon, notwithstanding minor variations*.
[*For example, different browsers render html differently, and web friendly fonts and sizing means that mock ups produced in graphical design applications may wrap lines at different points and be subject to other slight variations. The only way to produce designs that match briefing documents down to the last pixel is to render sites as images and then "slice and dice" them into html. There are many low cost designers who specialise in this type of work but since it produce sites that search engines can't read, we do not normally provide this type of service, but please advise in advance if this is the type of website you require.]
Clients should not confuse an agreement to work within a fixed budget, which we are always happy to do, with a fixed quotation. This helps us keep your costs down by ensuring you only pay for the work you request rather than what we think you could potentially request within a given brief. We normally work with our clients to help them prioritise tasks to ensure delivery of the core essentials of any project first with optional extras or lower priority changes recommended for implementing after the core elements have been delivered within budget.
Limitation of liability
To the extent enforceable by law, liability is limited to the amount paid for work provided and does not extend to cover economic loss, indirect or consequential damages howsoever caused.
Security, backup, patching, indemnity and the inherent risks of shared hosting and complex environments.
The client warrants that they understand that there are inherent risks and security vulnerabilities associated with shared hosting and complex IT environments and software including the risk that new vulnerabilities may be discovered*. Clients are advised to not store sensitive data (such as credit card data or private information) on their site. The client also agrees to hold Clarica and its agents harmless against, and to indemnify Clarica and its agents against any liabilities resulting from loss or exposure of data resulting from any cause including negligence. Persons wanting to host, store or convey sensitive or private information using works produced or services provided by Clarica are advised to obtain an independent security audit and to use a dedicated server rather than shared hosting.
The client warrants that they understand the need to backup works produced and that Clarica does not warrant to produce or store backups for them or to patch software used in works provided as patches or new versions of such software are made available . Such services (where requested or provided) are charged at our standard rates however no warranty as to their efficacy is offered.
*Examples of such vulnerabilities: On shared hosting (e.g. any web hosting under $200/month) your web site lives on a web connected computer server that would typically hold hundreds of other websites. A vulnerability in any one of those other sites can expose your site to intruders. The environment typically consists of an operating system (like Windows or Linux) on a network connected to the Internet, that also runs web server software like Apache, database software, a scripting language and the software of your site itself such as a shopping cart or content management system. Vulnerabilities (whether known or yet to be discovered) at some point along that chain are inevitable. For example, Microsoft Windows (which forms the operating system of many web servers) is not perfectly secure even with the full resources of Microsoft behind it. You should operate any website with these risks in mind, and consider the options of outsourcing payment processing and fraud prevention or other services to an appropriate provider rather than capturing such data on your site directly if you are not prepared to accept such risks. You should also backup as often as your site changes to any extent that you are not prepared to risk losing such changes, or new data captured by your site. Most hosting companies do not warrant that they will provide effective working backups (even where backup services are provided) and there are many events that can destroy both primary data as well as backups held by your hosting company (such as fire, water damage, large power surges such as those caused by lightning or even human error). You should work on the assumption that at some point an event will occur that may cause the potential loss or exposure of your site and/or associated data. This advice comes from many years of experience working with & for large web services providers prior to Clarica.
3rd Party Software and Technologies.
To the extent permitted by law, no warranty is made as to the suitability, merchantable quality, fitness for purpose or security of 3rd party software, technologies or solutions recommended or used in the provision of services. By their nature such items are technically complex, and Clarica does not typically have the opportunity or resources to audit 3rd party technologies or solutions, many of which contain thousands, or even millions of lines of code which may or may not be fully accessible to us.
Copyright, unpaid vendors lien and right of access. Warranty and indemnity relating to materials supplied by clients.
Copyright in works produced (to the extent that they are able to be passed to the client) do not pass to the client until paid for. Copyrights in, or use of some items such as stock photography, software and other 3rd party material is subject to the original licenses or limitations of the copyright owner.
For ongoing advertising management services, copyright in the ads and other elements of the campaign structure produced does not pass to the client, but rather such material is made available for the Client's benefit for the period that Clarica's services are used.
The client grants to Clarica an irrevocable right to access, disable and/or remove works provided which have not been fully paid for including paid portions of such or other materials where works are entangled, including work relating to recurring web advertising management where such services have been terminated by either Clarica or the client or which are no longer being paid for, notwithstanding the presence of access control systems or their presence on 3rd party systems. Where a mutually acceptable reason for non payment is provided or where financial hardship are present, Clarica will in good faith endeavour to reach a mutually agreeable outcome including, at our discretion, the option of refunding amounts paid if you are not happy or do not feel you have obtained good value from our services.
The client warrants that they have the necessary copyrights and other legal rights necessary to use or publish all materials supplied by, or requested by the client for use in works or services provided. The client agrees to indemnify Clarica against actions arising from use of materials supplied or requested by the client that result in infringement of 3rd party rights or which are otherwise not allowed to be used or published. (For example if you provide photos for use in the site which you don't own, or which you have not validly licensed for the purpose, then you are agreeing to indemnify Clarica for any breach of copyright or other actions which may result).
PPC Adwords Management Guarantee
We guarantee that we will save you at least the amount of our management fee compared to self managed campaigns. Where the guarantee is not met, we will refund our management fee at the clients request.
This guarantee excludes campaigns with ad budgets under $1000 per month where the minimum management fee applies. For these clients we guarantee that we will save you at least 10% of your ad spend for the same number of clicks rather than the amount of the fee itself. Clients must claim any refunds within 90 days of the end of the billing period in question. Claims older than 90 days shall be waived.
For strategic or competitive reasons it may not always be advisable to "bank" savings gained from improved click through rates or other improvements, for example where search inventory is limited, or where click costs for your industry have climbed substantially over time. Clients may still engage our services in such circumstances under mutual agreement to exclude the guarantee.
Clarica provides email marketing services and as part of these services we setup campaigns to send emails on behalf of our clients to lists of recipients provided by them in good faith. We will never spam our clients, your clients, share your data with spammers or help you spam anyone. Clarica will only share private data with third parties when requested by you, or where it is necessary to provide the services requested or in the instances mentioned below. For example if you engage us to do an email campaign, it will be necessary for us to populate your email service provider account with the names and addresses of recipients as provided by you. Another example would be if you wish to allow a set of users to log in to your site with their email address and passwords, we would need to populate your site with such details, which effectively involves sharing that data with your hosting company.
Where private data is collected by Clarica or provided by the client, you agree to authorise Clarica to use that data for the purposes requested, and to allow it to be shared with third parties to any extent useful in facilitating provision the services provided, in legal proceedings or associated activities, or where requested by law enforcement agencies or other Government agencies where a Bona fide belief exists that sharing private data with such bodies is allowed by law. You also warrant that you have the authority from the people that data relates to to use it for such purposes, and that doing so does not contravene anti spam legislation, privacy laws or any other laws. The client agrees to indemnify Clarica and it's agents against any actions arising from the use or sharing of such data. Clarica reserves the right to immediately terminate provision of services where we have reason to believe that recipient lists provided contain recipients who have not opted in, or where data is otherwise provided or used contrary to the wishes of the people to whom that data relates, or in breach of antispam, privacy or other legislation.
Severability, jurisdiction, extraneous items
This agreement shall be governed and adjudicated in Australia and shall be subject to the laws of Australia. Should any part of this agreement be unenforceable under Australian law it shall be read down to the extent necessary to give effect to the apparent intentions of the text, or where this is not possible, the relevant text shall be severed from the agreement without affecting the validity of the overall agreement. Other communications between Clarica and the client may form part of this agreement however where there is any inconsistency between such communications and this document then this document shall prevail. Clarica may alter these terms and conditions from time to time without notice.