DeeperLook Web Design Pty Ltd ABN 55 642 144 965 (hereinafter called “DeeperLook”) .
The Client wishes to engage DeeperLook to provide the services detailed in this Agreement on the terms and conditions contained in this Agreement.
The Client has agreed to engage DeeperLook to perform one or more of the services detailed in an Order Form for the provision of services and acknowledges and agrees that the Order Form is to be read in conjunction with the terms and conditions of this Agreement (called “Agreement”) and further acknowledges that the Agreement and Order Form form part of the contract of engagement between DeeperLook and The Client.
DeeperLook and The Client agree to the following terms and conditions:
In this Agreement, unless the contrary intention appears:
Headings are for ease of reference only and do not affect the meaning of this Agreement;
A reference to a right or obligation of any two or more persons confers that right or imposes that obligation, as the case may be, jointly and severally; and
A reference to a party includes executors, administrators, permitted assigns and successors of that party.
1.1. In this Agreement, unless the context or subject matter otherwise require:
“The Client” is the party referred to in the Order Form to be read in conjunction with this, or who has otherwise engaged the services of DeeperLook.
“Agreement” means this Agreement, (including the recitals, schedules, appendices and exhibits to it).
“Order Form” is an order for services, completed by The Client, and is to be read in conjunction with this Agreement.
“Standard Hourly Rate” is the hourly rate advised to The Client by DeeperLook.
“Confidential Information” means all information disclosed (whether orally, in writing or in any other form) by one party (the “Disclosing Party”) to the other party (the “Recipient”) in connection with this Agreement which is identified as being confidential and all copies, notes and records and all related information based on or arising out of any such disclosure which is not:
but this does not include Personal Information.
“Deliverables” means all products and services supplied or to be supplied under this Agreement.
“Fee” means the DeeperLook fee set out in the Order Form.
“Intellectual Property” or “IPR” means all intellectual property rights in Australia of the parties hereto, including:
“Force Majeure Event” means an act of God, national emergency, insurrection, riot war or industrial action.
“Moral Rights” means all present and future rights of integrity of authorship, rights of attribution of authorship, rights not to have authorship falsely attributed and rights of a similar nature conferred by statute anywhere in the world.
2.1. Accounts will be issued on such basis as may be agreed between DeeperLook and The Client provided however, DeeperLook reserves the right in its absolute discretion to vary the basis of issuing accounts (e.g. monthly, quarterly, or such other period/s as DeeperLook may determine).
2.2. DeeperLook may, in its absolute discretion, vary the payment terms of such accounts provided written notice equivalent to the prevailing fee payment period is provided by DeeperLook to The Client.
2.3. The initial payment detailed in the Order Form for search engine optimisation, search engine marketing and website design works must be paid prior to the commencement of works by DeeperLook. The Client acknowledges that the initial payment is a non-refundable payment.
2.4. The final payment for works completed by DeeperLook must be made as provided for in the Order Form. DeeperLook will issue an invoice upon completion of the project.
2.5. The payment for works completed by DeeperLook on an ongoing monthly basis must be made as provided for in the Order Form. DeeperLook will issue an invoice at the start of each month for the month ahead.
2.6. The Client acknowledges that any payments for services already provided are non-refundable.
2.7. DeeperLook may, in its absolute discretion, require The Client to prepay an amount specified by DeeperLook prior to it performing any of the works subject to this Agreement.
2.8. Where The Client is a corporate entity DeeperLook reserves the right to require of the Director/s of the corporate entity to provide a personal guarantee in support of the obligations of the corporate Client pursuant to the terms of this Agreement.
2.9. DeeperLook may, in its absolute discretion, impose a late payment fee of 1.1% per month compounding with respect to all monies owing by The Client to DeeperLook. This fee shall be calculated on the daily outstanding balance of any amounts owing to DeeperLook by The Client, and shall accrue from the day that the account first became overdue until DeeperLook has received payment in full from The Client.
2.10. If The Client fails to pay an account issued by DeeperLook for services provided by DeeperLook it may, at its absolute discretion, decline to provide further service/s to The Client until the outstanding account/s are paid. DeeperLook further reserves the right in such an event to suspend access to The Client’s website/s, email account/s or other services provided by DeeperLook to The Client. DeeperLook reserves the right, at its absolute discretion, to charge a reconnection fee to affect the reinstatement of suspended services.
3.1. The Client acknowledges that the standard of the intended design works detailed in the DeeperLook portfolio (www.deeperlook.com.au) is a fair representation of the design The Client can expect to secure for its own website.
3.2. DeeperLook will either update the existing website design (if one exists) or will create a completely new website design concept for The Client. The conceptual stage requires continual and timely feedback from The Client.
3.3. The Client will be provided with one design concept with up to three concept variations completed if required. A second design concept can be provided on request only if there have been no design variations requested on the first design concept. If a second design concept is requested only one concept variation is included.
3.4. When the design concept and any requested design variations are complete, The Client must notify DeeperLook in writing that the design concept is approved. Any further design variations will be charged at the Standard Hourly Rate. It is much more time and cost effective to make any design variations before proceeding to the next stage of the website development. No further work will be undertaken on the website without written design concept approval.
3.5. Website design and development does not include any Adobe Flash design or development, or animated GIF design or development unless otherwise agreed upon by both parties.
3.6. All content entered into the website must be proof read by The Client and any errors which require updates must be communicated to DeeperLook forthwith in writing.
3.7. The Client must provide the web content resources, including text and photos. If suitable photos are not provided, DeeperLook may look for stock photography which may incur an additional charge to The Client.
3.8. If changes are required to the website, the details of the changes must be submitted to DeeperLook in writing. DeeperLook will determine if the changes are covered by the scope of the original Agreement. If the changes are deemed to be outside of the scope by DeeperLook then a quote will be provided to The Client for changes.
3.9. The Client warrants that the Intellectual Property content provided by The Client to DeeperLook is the unencumbered property of The Client.
3.10. At the time of launching The Client’s website, DeeperLook will make the website compatible with versions of Google Chrome and Mozilla Firefox released in the previous year from when the site was launched.
3.11. The Client gives permission to DeeperLook to access The Client’s Google Analytics account, or to set up a new Google Analytics account on The Client’s behalf.
3.12. Although DeeperLook will aim to provide the Deliverables within the timeframe set out in the Agreement, DeeperLook reserves the right to change this date without the consent of The Client.
3.13. DeeperLook reserves the right to advertise its name and services, and backlink to www.deeperlook.com.au in the footer of The Clients website.
4.1. The Client acknowledges and agrees that it is not possible for DeeperLook to provide a specific ranking result on any search engine. Search engines have their own ranking algorithms which cannot be controlled by any third party.
4.2. The Client acknowledges and agrees that DeeperLook cannot guarantee any increased website traffic or sales.
4.3. These services may require the content on The Client’s website to be changed. DeeperLook is permitted to make changes without The Client’s direct approval.
4.4. DeeperLook cannot warrant that The Client’s website rankings will not go down as a result of the online marketing services provided by DeeperLook and under no circumstances is DeeperLook liable for any loss of business income as a result of any drop in The Client’s website rankings. While a drop in rankings is unlikely, DeeperLook does not control the search engine algorithms, and cannot predict future changes to these algorithms.
5.1. The Client is responsible for creating their own Google Ads account.
5.2. If The Client is unable to set up their own Google Ads account or cannot access their Google Ads account, The Client gives permission to DeeperLook to set up a new Google Ads account on The Client’s behalf.
5.3. The Client gives permission to DeeperLook to access The Client’s Google Ads account, or to add The Client’s account to DeeperLook’s Google Ads Manager Account.
5.4. The Client gives permission to DeeperLook to access The Client’s Google Analytics account, or to set up a new Google Analytics account on The Client’s behalf.
5.5. The Client gives permission to DeeperLook to access The Client’s website to make edits that DeeperLook believes will benefit with The Client. These edits include but are not limited to the website’s visual appearance like copy, imagery and videos on pages, as well as the development code.
5.6. DeeperLook may, at its absolute discretion, request The Client provide DeeperLook with website copy, imagery and videos prior to commencing services.
5.7. On termination of this Agreement, DeeperLook reserves the right to remove or delete any of the Campaign, AdGroups and associated Ads and Keywords from The Client’s Google Ads Account that were created by DeeperLook.
5.8. The Client acknowledges and agrees that DeeperLook may disable The Client’s Google Ads account if The Client’s account with DeeperLook becomes overdue.
5.9. The Client acknowledges and agrees that DeeperLook will not be held liable for any losses incurred by The Client due to incorrect information, broken URLs or misspellings in the ads.
5.10. The Client acknowledges and agrees that DeeperLook will not be held liable for any losses incurred by The Client due to unauthorised third parties making changes to their Google Ads account.
5.11. The Client acknowledges and agrees that DeeperLook will not be held responsible if The Client’s Google Ads account is cancelled or closed by Google for any reason.
5.12. The Client acknowledges and agrees that DeeperLook will not be held liable for any losses incurred by The Client if The Client chooses to make edits to their own Google Ads account.
5.13. The monthly management items outlined in DeeperLook’s Google Ads management packages may not be completed every month. The monthly management items are a guide only and indicate what work is done in an average month. Some monthly management items may not be required each month.
5.14. DeeperLook reserves the right wait for required website updates to be made by The Client prior to publishing or unpausing active Ads. The Client acknowledges and agrees that any website updates requested by DeeperLook are to be completed within seven (7) days of written notification. The Client can request DeeperLook make those website updates if they choose for the Fee set out in the Order Form.
6.1. DeeperLook is a domain name reseller, and therefore The Client will be bound by the terms and conditions of the upstream domain name registrar. It is the responsibility of The Client to seek out these terms and conditions if they wish to do so.
6.2. The Client acknowledges and agrees that DeeperLook will not be held liable for losses incurred by The Client due to the expiration of domain names under any circumstances.
6.3. It is the responsibility of The Client to renew the domain name before the expiration date. DeeperLook will endeavour to remind The Client of upcoming expiration dates, however it is not the responsibility of DeeperLook to do so.
6.4. DeeperLook will not be held liable for any losses incurred by The Client due to unauthorised third parties making changes to domain name settings.
6.5. It is the responsibility of The Client to check for correct spelling when registering a domain name, or when advising DeeperLook to register a domain name on their behalf.
6.6. DeeperLook reserves the right to not register or renew a domain name for The Client until payment has been received.
6.7. DeeperLook reserves the right to change domain name pricing without notice.
6.8. DeeperLook will use its own contact details when registering a domain name on behalf of The Client if they do not supply the necessary information.
7.1. DeeperLook makes every effort to maintain the highest level of server uptime. However, the server may go down from time to time and there may be interruptions. DeeperLook is not liable for any errors or interruption in service, whether within or outside of DeeperLook’s reasonable control. DeeperLook shall remain free of liability from the following, including but not limited to, the loss of data, loss of information security, loss of business or sales caused by server downtime (including loss of sales through any shopping cart module), and loss of emails.
7.2. The website and email hosting service is provided on an ‘as is, as available’ basis. DeeperLook gives no warranty, expressed or implied, for the website and email hosting services provided.
7.3. DeeperLook will not be held liable for reimbursement for losses of income due to the disruption of the website and email hosting service by DeeperLook or its providers, beyond the fees paid by The Client to DeeperLook for these services.
7.4. While DeeperLook shall make every reasonable effort to protect data stored on its servers, DeeperLook is not responsible for The Client’s data, files or directories residing on the servers. It is The Client’s responsibility to make backups of any data they feel necessary to protect from loss.
7.5. The website and email hosting service is provided by DeeperLook from its data centres in Australia and overseas. DeeperLook will determine, in its absolute discretion, from time to time the data centre location from which the website and email hosting service is provided. DeeperLook reserves the right to migrate The Client’s website and email to a different server for any reason. The Client acknowledges that there may be some downtime during this migration process.
7.6. The Client agrees to only use the website and email hosting service for lawful purposes. This includes (but is not limited to) material that is obscene, threatening, harassing, or violates copyright or intellectual property laws in any way.
7.7. The Client agrees to indemnify and hold harmless DeeperLook in any legal action which arises as a result of use of the website and email hosting service, without limitation or exception.
7.8. The Client agrees not to maliciously or intentionally interfere with the proper operation of the website and email hosting service, or any of DeeperLook’s related systems or services, including but not limited to defeating identification procedures, obtaining access beyond that which The Client is authorised for, and impairing the availability, reliability, or quality of service for other clients. The Client further agrees not to interfere with the proper operation of other systems reachable through the Internet, including any attempts at unauthorised access.
7.9. The Client agrees that the security of their account is first and foremost their own responsibility. The Client further agrees that if they believe the security of their account has been compromised in any way, The Client will notify DeeperLook immediately.
7.10. The Client agrees not to transmit unsolicited or prohibited advertising through email or through any of DeeperLook’s other services. The Client specifically agrees that the use of DeeperLook’s services for unsolicited mass mailings or postings (commonly known as “Spam”) will cause The Client’s services to be terminated immediately and without warning, and that The Client will be held legally responsible for any and all damages to DeeperLook, both monetary and in reputation.
7.11. To terminate an email hosting facility The Client must complete a Hosting Termination Form. Fees applicable to website and email hosting will continue to apply until DeeperLook is in receipt of a Hosting Termination Form.
7.12. For websites that are not hosted by DeeperLook, The Client acknowledges that DeeperLook has no control over the quality of the hosting service provided by the hosting company (whether recommended by DeeperLook or not), and is not responsible for any negative outcomes associated with the hosting service (including but not limited to loss of data, loss of business, website downtime, etc). It is the responsibility of The Client to ensure bills issued by the hosting company are paid on time to prevent loss of data and/or disruption to their hosting service.
8.1. As part of the DeeperCare service, DeeperLook performs ongoing maintenance to The Client’s website.
8.2. While DeeperLook will make every effort to minimise issues that maintenance may cause, there is always the possibility the website problems may occur when maintenance is performed. DeeperLook is not liable for any problems that may occur during maintenance (including, but not limited to security problems, technical problems, visual problems, loss of data or loss of business).
8.3. While performing regular maintenance can help to reduce the risk of website problems (such as security problems, technical problems, etc), there is still a chance these problems could occur.
8.4. If DeeperLook is not able to resolve any problems that may occur on the specific problems. Depending on the problem, DeeperLook may be able to provide a recommendation of a suitable specialist.
8.5. The DeeperCare process does not include a regular backup facility. DeeperLook recommends that The Client keeps their own set of regular backups.
8.6. If more time is required by DeeperLook to solve a complicated issue than is available in The Client’s DeeperCare plan, additional charges may be applied. DeeperLook will endeavour to inform The Client of additional charges before commencing work on the issue, however if the issue is urgent DeeperLook has the right to carry out the additional works and invoice The Client for the time spent at the Standard Hourly Rate.
9.1. DeeperLook will charge its time on the basis of a fifteen-minute unit with one unit applying to any time of fifteen minutes or part thereof. Each unit is charged as one quarter of the Standard Hourly Rate.
9.2. DeeperLook may vary these rates on thirty days notice.
10.1. The Client may pause any Deliverables in this Agreement upon giving fourteen days notice in writing in that regard to DeeperLook. If The Client wants to pause within fourteen days notice they are responsible for outstanding fees between the pause date and the last day of the fourteen day period.
10.2. The Client agrees to pay management Fees over holiday periods if their Ads are paused.
10.3. The Client agrees that at DeeperLook’s discretion any Deliverables that are paused for longer than thirty days will incur a Fee of $120.00+GST to resume work.
11.1. The Client may terminate this Agreement upon giving thirty days notice in writing in that regard to DeeperLook. Such termination shall take effect upon the expiry of the said notice period and upon payment of any and all outstanding fees payable by The Client to DeeperLook. Any recurring billing will continue for thirty days after notice is given.
11.2. DeeperLook may at its option terminate this Agreement and cease work on behalf of The Client if The Client-
11.3. DeeperLook will give The Client not less than seven days notice of its intentions to terminate the Agreement.
11.4. If this agreement is terminated by DeeperLook or The Client, DeeperLook is entitled to all outstanding fees and costs up to the termination date and will be entitled to retain possession of The Client’s files or other property until payment of those fees and costs. DeeperLook reserves the right in its absolute discretion to discontinue the services to The Client in such circumstances without reference to The Client.
12.1. The Client acknowledges that from time-to-time certain advice may be given by DeeperLook to The Client which may be based on assumptions and/or qualifications which may be conditional upon information not yet available or which may be based on future events (“Qualifications”).
12.2. The Client agrees that if it acts on part of an advice that contains Qualifications, DeeperLook will not be held liable in relation to that part of the advice, which is subject to the Qualifications in circumstances where further information is not available or actual events are not contemplated by or included in the Qualifications that make that part of DeeperLook’s advice incorrect.
13.1. On completion of any work, DeeperLook may store The Client’s records relating to the work for such period as DeeperLook, in its absolute discretion, shall deem fit upon DeeperLook’s present business premises or in such offsite storage facility as DeeperLook may, in its absolute discretion, determine.
14.1. The Client acknowledges that any liability imposed upon DeeperLook pursuant to A New Tax System (Goods and Services Tax) Act 1999 in respect of taxable supplies will be passed on by DeeperLook to The Client and included in accounts and shall be payable by The Client.
15.1. This Agreement is governed by the laws of the State of Queensland.
16.1. All documentation and software provided to The Client (including but not limited to Order Forms, proposal forms, email setup forms, web design briefs), remain the intellectual property of DeeperLook.
17.1. The Client shall have no claim against DeeperLook at all times, subject to the terms of this Agreement, and indemnifies DeeperLook, its officers, employees, agents and contractors from any loss (including legal costs and expenses) or liability reasonably incurred or suffered by any of those indemnified arising from any claim, suit, demand, action or proceeding by any person against any of those indemnified where such loss or liability was caused by any wilful, unlawful or negligent act or omission of DeeperLook, its employees, agents or subcontractors in connection with this Agreement.
17.2. If any hosting provided by DeeperLook proves to be deficient or defective in any manner then the liability of DeeperLook shall be limited to providing a refund of monies paid for hosting during that period that such deficiency or defect existed.
18.1. Each provision of this contract and each part thereof shall be read and construed as a separate and severable provision or part. If any provision or part thereof is void or otherwise unenforceable for any reason then that provision or part shall be severed and the remainder shall be read and construed as if the severed part had not existed.
19.1. This contract constitutes the entire Agreement between the parties and supersedes all communications, negotiations, arrangements and Agreements, whether oral or in writing, manual or electronic between the parties.
19.2. DeeperLook may vary these terms, including pricing for any service, or the terms of the operation of the service, at any time by updating this document on DeeperLook’s website, or by emailing or in writing. All changes will become effective upon publication of the changes.
20.1. Any statement, demand or notice to either party to this Agreement may be validly served by being delivered or sent by registered post to the last known address of the addressee or sent by facsimile transmission or email transmission to the address of the addressee or text message to the phone number of the addressee.