TERMS & CONDITIONS OF PURCHASE

Click Start Pty Ltd As Trustee for the Click Start Digital Trust ABN 77 800 608 804 (we, us or our) helps you set up and build your new online business.

These Terms of Business (Terms) set down the terms of our offer to provide our Services to you (you or your).

1. Definitions

In these Terms, unless the context otherwise requires, capitalised terms have the meaning given to them in these Terms, and:

Confidential Information includes information which:

(a) is disclosed to you in connection with these Terms at any time;

(b) is prepared or produced under or in connection with these Terms at any time;

(d) relates to the subject matter of, the terms of and/or any transactions contemplated by these Terms,

whether or not such information or documentation is reduced to a tangible form or marked in writing as “confidential”, and regardless of how you receive that information.

GST means:

(a) the same as in GST Law;

(b) any other goods and services tax, or any tax applying to these Terms in a similar way; and

GST Law means the same as “GST law” in A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Intellectual Property Rights means copyright, trade mark, design, patent, semiconductor or circuit layout rights relevant to the Business Website or any other software, design or other material prepared in relation to the Service Packages.

Liability means any expense, cost, liability, loss, damage, claim, demand or proceeding (whether under statute, contract, equity, tort, indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent.

Parties means the parties to these Terms.

Payment Terms means the payment terms set out in our Service Package inclusions or otherwise advised to you.

Personnel means a Party’s employees, consultants, suppliers, subcontractors or agents.

Platform means the online website available at www.clickstartdigital.com.au and may be available through other addresses or channels or on a platform hosted by a third party.

Price means the price as set out in our Service Package inclusions or otherwise advised to you.

Services means the services provided to you as part of your Service Package.

Service Package means the service package you have chosen to purchase through our Platform and which defines our scope of work to you.

2. Acceptance

(a) By accessing our Platform and choosing to use our Services, you warrant to us that you:

(1) have reviewed these Terms which also include our Privacy Policy and note that these Terms together form our agreement with you;

(2) are the age of 18 and above and have the legal capacity to enter into a legally binding agreement with us; and

(3) agree to use the Platform and our Services in accordance with these Terms.

3. Commencement

(a) This Terms starts on the date you accept it and applies from that date (Start Date).

(b) Subject to the terms of these Terms, we will start providing the Services within a reasonable time after the Start Date.

4. Our obligations

(a) In consideration of you paying us the Price, we will provide the Services in accordance with these Terms, whether ourselves or through our Personnel.

(b) If we have agreed on a time in these Terms within which the Services are to be provided, you acknowledge and agree that this is an estimate only and creates no obligation on us to provide the Services by that time.

(1) a fully functional website for your new business (Business Website). The provision and use of the Business Website is subject to Clause 9;

(2) client support via our help desk (Client Support), which will be for any matters relating to your Service Package. You acknowledge that you must allow at least 48 hours (Monday to Friday) for our response for any Client Support;

(3) 1:1 coaching sessions or group coaching sessions with a designated business coach (Coaching Session). This will be provided online through a video conferencing software or other digital software of our choosing. Any Coaching Sessions held are subject to Clause 10; and

(4) Facebook page posts and advertising management which are subject to Clause 11.

(d) You may request a change to the Services by providing written notice to us (Variation Request). We have no obligation to comply with the Variation Request until:

(1) we have confirmed the Variation Request is acceptable in writing, including any required variation to the Price to perform the Variation Request (Price Variation);

(2) the Price has been adjusted to reflect the Price Variation; and

(3) you have paid us the adjusted Price in accordance with the Payment Terms.

(e) If there is a problem with the Services which is caused by a breach of these Terms by us (Omission), and you have notified us of the Omission within 24 hours after completion of the Services, then, to the maximum extent permitted by law, our Liability arising from, or in connection with, the Omission will be limited to (in our absolute discretion):

(1) remedying the Omission; or

(2) refunding you that portion of the Price paid by you with respect to the Omission.

5. Your obligations

(a) You must comply with these Terms and all of our reasonable requests or requirements.

(b) You must obtain, and provide to us, all things reasonably necessary to enable us to provide the Services.

(c) You acknowledge our Service Packages come with an expiration date (Package Expiration). You must complete and use all Services included as part of your Service Package before the Package Expiration, and you acknowledge that any outstanding Services not used within this time period will be forfeited and no refunds will be made in this case.

(d) You are solely responsible for ensuring your own business complies with all applicable laws and regulations, including in relation to intellectual property rights. We have no Liability to you and you indemnify us in relation to any damage, costs or expenses arising from any breach of any laws or regulations by you and your new business.

(e) Click Start Digital does not guarantee the performance of any suppliers referred or recommended by us, and gives no representation or warranty as to the quality or fitness for purpose of any goods or services that they supply, or as to whether those suppliers will agree to do business with you on any particular terms or at all. All such representations and warranties are hereby excluded to the extent permitted by law. You must make your own enquiries and enter into your own arrangements with suppliers. We do not guarantee any supplier or margins from suppliers as this can change at the suppliers discretion.

6. Price and payment

(a) You must pay us the Price, all disbursements and any other amounts payable to us under these Terms in accordance with the Payment Terms.

(b) You acknowledge that setting up a new business naturally requires start up and ongoing costs (such as digital advertising, administrative costs and supplier costs) which are expressly excluded from the Price (Additional Business Expenses). The Additional Business Expenses must be paid by you as and when due. We have no Liability for any failure to progress with the setting up of your business due to your failure to pay Additional Business Expenses.

(c) If any payment has not been made in accordance with the Payment Terms (including where you have not paid any Additional Business Expenses), we may (at our absolute discretion):

(1) immediately cease providing the Services;

(2) revoke the Business Website within 7 days, if this has already been provided to you; and/ or

(3) charge you interest at a rate equal to the Reserve Bank of Australia’s cash rate, from time to time, plus 8% per annum, calculated daily and compounding monthly.

7. Payment of GST

(a)   Words defined in the GST Law have the same meaning in this clause, unless the context makes it clear that a different meaning is intended.
(b)   In addition to paying the Charges and any other amount payable or in connection with these Terms, you will:
(1)   pay to us an amount equal to any GST payable from any supply of Services by us in respect of which the Charges or any other amount is payable under these Terms; and
(2)   make such payment either on the date when the Charges are due or within three (3) days after you are issued with a tax invoice, whichever is the later.

8. Refund Policy & Offer

(a) At Click Start Digital, we prioritise your satisfaction and aim to deliver quality services. Before engaging with us, please take a moment to review our refund policy, see clause (1) (2) (3).

(1) Consumer Guarantees:
We comply with the consumer guarantees outlined in the Australian Consumer Law (ACL). These guarantees ensure that our services are provided with skill, care, and in a timely manner. As our business is service-based, we are generally unable to offer refunds once services have been provided.

(2) No Refunds Policy:
Click Start Digital does not provide refunds for services rendered, unless required by law or specified otherwise. However, we are dedicated to addressing any concerns or issues you may have promptly and fairly. In exceptional cases where a refund may be considered, it will only cover the amount you paid for the services, excluding any additional expenses such as advertising or product costs. To receive a refund, you will be required to sign a settlement deed and return all business tools, including the website, social accounts, and domain purchased.

(3) Assessment of Individual Cases:
If you encounter any disputes or dissatisfaction with our services, we encourage you to contact us as soon as possible. We will assess each case individually and work towards finding a mutually satisfactory resolution that is fair to both parties.

(b) Where you fail to achieve AUD$10,000 in sales in a 30 day period within 120 days of consecutive advertising as part of certain packages (see clause 8(b)(1) (2) (3) (4) (5) (6) below, we will provide you with ongoing ad management until the $10,000 in 30 days has been achieved. The offer is subject to the following conditions:

(1) The Offer is only applicable to the Diamond & Elite Packages & is NOT available on a custom-built website;
(2) You must have spent at least AUD$2,500 per month consecutively (ongoing) on advertising or as directed by us;

(3) Any recommendations we have made to you during a review of your Business Website (Website Review) must have been implemented prior to your launch;
(4) You must not have edited any of the ads which were set up by us or our partners;

(5) Your products must be approved by management;

(6) This offer is only valid for the duration of your package and will not be available once your package expires;

(7) We reserve the right to verify whether you have met the conditions for the Offer set out in the above clauses and this will be determined at our sole and absolute discretion.

9. Business website setup

(a) You acknowledge that as part of our Service Package, a website will be created for you (Business Website). The Business Website may be provided either on an “as is” basis or be custom-built depending on your Service Package. Any Business Websites sold on an “as is” basis will not include additional functionality and any changes requested by you will be treated as a Variation Request and may incur additional charges.

(b) Your Business Website may require additional action and information from you in order to be considered fully functional, including replacement of stock images with your own product images and integrating your online store to send orders directly to your supplier/ You are solely responsible for the provision of any additional information and completing any action that is required for your Business Website to be up to date and fully functional.

(c) As part of our Service Package, we may assist with uploading initial products to your Business Website. If this is part of your Service Package, you must supply us with all necessary information required, including product name, price, high quality images and a CSV file from the supplier (if applicable). You acknowledge that we cannot guarantee time frames for product uploads managed by our team, and for variable product uploads we will halve the inclusions of your Service Package.

(d) We will only transfer the domain of the Business Website to you after payment has been received.

(e) You are required to follow any training for the Business Website provided to you in order to get the best use out of your Business Website.

(f) The Business Website provided by us is hosted by a third party host (Third Party Host) and has been developed and build using software from third parties (such as WordPress or Shopify or another third party) (Third Party Platform). As such, the Business Website may use background intellectual property, plug-ins and other software owned by such third parties. In using the Business Website, you agree that:

(1) we do not warrant as to the functionality of any Third Party Platforms (e.g. Facebook, Google, WordPress, Shopify);

(2) you release us from all Liability and indemnify us for any errors, malfunctions or other inoperability issues of the Business Website which are due to the fault of the Third Party Platform or the Third Party Host; and

(3) by using the Business Website, you also agree and accept any terms and conditions which may be required by the Third Party Platform or Third Party Host.

(g) You do not have exclusive rights to use our proprietary code, or the proprietary code of any Third Party Platform or Third Party Host, used in the development of the Business Website. You may not copy, modify, lease or sell that proprietary code without our express written consent.

(h) We may provide you with a Website Review prior to launching your website. You must contact us to organise a Website Review on completion of your training or when otherwise required or advised by us.

10. Coaching sessions

(a) Where we are providing you with 1:1 Coaching Sessions, this clause 10 will apply.

(b) It is your responsibility to book in your Coaching Sessions through a link that will be sent to you. We will not be providing reminders nor will your coach be reaching out to you to book in your Coaching Session. If you fail to use your Coaching Session(s) within the timeframe set out in your Service Package, those Coaching Sessions will be forfeited.

(c) You must provide at least 12 hours’ notice to cancel or reschedule our Services for a Coaching Session. If you cancel with less than 12 hours’ notice, you will forfeit that Coaching Session and we reserve the right to charge you the full cost for that Session.

(d) If you contact us to reschedule a Coaching Session, we will use reasonable endeavours to comply with your request, however we cannot guarantee that we will be available at your requested rescheduled time. If we are not available, we will work with you to rearrange the next best possible time and date for a Coaching Session.

(e) You acknowledge that group coaching sessions are at a set time and date and are not able to be rescheduled.

(f) We may cancel our Services for a Coaching Session with reasonable notice to you in the event the cancellation is necessary due to circumstances beyond our control. You agree we have no other Liability to you if this clause applies.

(g) The coaching sessions do not include support conducted via emails.

11. Facebook and advertising management

(a) Where we are providing you with Facebook or advertising management services as part of your Service Package, this clause will apply.

(b) Any Facebook posts we post for you will not be prior approved and will be scheduled and completed during the product upload phase. You acknowledge that if you do not like a post we have made, it is your responsibility to delete it and we will not be liable if you do not like any posts we have made on your behalf.

(c) No advertising will be set up until after all products are uploaded and you have completed any training required by us.

(d) If your package includes Ad Management, the agreed upon time allocated for managing your ads shall also cover any additional time required due to restrictions or suspensions on your account/s.

(e) We employ external agencies to manage advertisements on your behalf. The agency assigned to you assumes responsibility for your advertising, and therefore, any concerns or inquiries regarding your advertising should be directed to them.

12. Intellectual property

Subject to clauses 9(g) and 12(b) and payment of the Price, Intellectual Property Rights in the Business Website and other material prepared specifically for you will vest in you (Material). Until such time as the Price is paid in full, we will retain ownership and full copyright and Moral Rights in any Material prepared for you.
Regardless of clause 12(a), you acknowledge that there is no assignment of Intellectual Property Rights in:

(1) any pre-existing material (including but not limited to our software, documentation, templates and data) which is incorporated into or which has been used in the course of developing the Business Website; or

(2) the user interface of the Website.

You warrant that:

(a) any material supplied to us for use on your Business Website or in your branding or graphic design is provided with all necessary permission, authorisations, licenses and consents in relation to its use and incorporation into the Website and your other design materials;

(b) you will be responsible for payment of all royalties or licence fees associated with the use of a third party’s intellectual property rights in connection with the Business Website; and

(c) you will in fully indemnify us against any loss, costs, expenses, demands or Liability, whether direct or indirect, arising out of a claim by a third party against us alleging that your use of the Business Website and such other Materials infringes any such Intellectual Property Rights of any person, noting the permissions set out above

13. Release for website and social media use

(a) By signing this Contract, you agree and provide you consent for us to:

(1) use your logo and pictures of your Business Website or brand and products to be displayed on our website and/ or social media pages, for other marketing purposes, for our portfolio of completed work and any other use at our reasonable discretion; and

(2) use any reviews or feedback you have provided to us about our Services or Service Packages and to display these on our website and/ or social media pages.

14. Limitations

Despite anything to the contrary, to the maximum extent permitted by law:

(a) you warrant that you have not relied upon any warranty, representation, statement, offer or documentation made or provided by or on behalf of us, whether before or after the Start Date;

(b) you agree that these Terms excludes all terms, conditions and warranties implied by statute, in fact or on any other basis, except to the extent such terms, conditions and warranties are fully expressed in these Terms;

(c) our maximum aggregate Liability arising from or in connection with these Terms will be limited to, and will not exceed, the portion of the Price paid by you to us for the Services the subject of the relevant claim;

(d) we will have no Liability, and you release and discharge us from all Liability, arising from or in connection with any:

(1) event or circumstance beyond our reasonable control;

(2) acts or omissions of you or your Personnel;

(3) defect, error, omission or lack of suitability or benefit (or the absence of, or reduction in, any anticipated result, outcome or benefit) with respect to the Services; and/or

(4) loss of profit (including anticipated profit), loss of benefit (including anticipated benefit), loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings (including anticipated savings), loss of reputation, loss of use and/or loss or corruption of data; and

(e) you will indemnify us for and against all Liability arising from or in connection with any wrongful act or omission by you or your Personnel.

15. Implied Terms and Consumer Guarantees

(a) Subject to the below, any condition or warranty which would otherwise be implied in these Terms is excluded.

(b) Our Liability for breach of a guarantee conferred by the Australian Consumer Law (other than those conferred by sections 51 to 53 of the Australian Consumer Law) is limited:

(1) in the case of goods, to any one of the following as determined by us:

(A) the replacement of the goods or the supply of equivalent goods;

(B) the repair of the goods;

(D) the payment of the cost of having the goods repaired; and

(2) in the case of services, to any one of the following as determined by us:

(A) the supplying of the services again; or

(B) the payment of the cost of having the services supplied again.

16. Disclaimers

You agree to proceed with our Services on the following basis:

(a) You acknowledge that new businesses carry inherent risks and you acknowledge that you have carried out your own due diligence on the market, competitors, customers, products and suppliers of your new business, and that you use our Services and start your own business at your own risk.

(b) Any earnings or income statements or examples provided are only estimates of what we think you could earn and these Terms do not include any assurance that you will do as well as any earnings examples provided. There are many external factors (including the general economy, your dedication and work ethic and your business skills) which may affect the outcome of your business’s success and business earnings and we do not guarantee that through our Services you will become wealthy, have business success or earn a specified amount of money or profit or achieve any results similar to ours or any other business, including those testimonials we have provided.

(c) We do not provide professional legal, financial or tax advice. Any information provided, including information on our Platform, is general information only. We recommend that you obtain the necessary professional advice from the relevant professionals prior to starting your own business and/ or before making any decisions based on any information supplied by us. You release us from all Liability in relation to any losses or damages which may arise due to your reliance on any information provided by us, whether on the Platform or in any other manner.

(d) While we use reasonable commercial endeavours to source reputable and good quality third party suppliers for your business and Business Website, we do not guarantee the performance of, nor do we warrant or give any representation as to the equality or fitness of any goods or services supplied by, any suppliers referred or recommended by us (Third Party Suppliers). You are solely responsible for making your own enquiries and to enter into your own arrangements with any Third Party Suppliers. We have no Liability for any losses, expenses, damages or costs which arise in relation to any action you take or any agreements you enter into with Third Party Suppliers.

17. Termination

(a) This Terms will terminate upon written notice by:

(1) either party, if mutually agreed in writing between the parties;

(2) us, if you breach these Terms and that breach has not been remedied within 5 working days of being notified by us; or

(3) you, if we breach a material term of these Terms and that breach has not been remedied or overcome within 15 working days of being notified by you.

(b) On termination of these Terms, you will:

(1) where these Terms is terminated under clauses 17(a)(1) or 17(a)(2), immediately pay to us the Price and all of our additional costs resulting from the termination;

(2) where these Terms is terminated under clause 17(a)(3), immediately pay to us the Price for the Services performed up to the date of termination (and all other amounts due and payable to us under these Terms);

(3) immediately return to us all property, including Confidential Information, belonging to us or our Personnel; and

(4) not use any intellectual property rights (including copyright) belonging to us or our Personnel.

18. General

(a) Disputes: A party may not commence court proceedings relating to any dispute arising from, or in connection with, these Terms (Dispute) without first meeting with a senior representative of the other party to seek (in good faith) to resolve the Dispute (unless that party is seeking urgent interlocutory relief, or the Dispute relates to compliance with this clause).

(b) Confidentiality: You will (and will ensure your Personnel will) keep confidential, and not use or permit any unauthorised use of, any Confidential Information without our prior written consent, except where the disclosure is required by law.

(c) Notices: Any notice given under these Terms must be in writing to the relevant address in the Proposal. Any notice may be sent by standard post or email, and will be deemed to have been served on the expiry of 48 hours in the case of post, or at the time of transmission in the case of transmission by email.

(d) Relationship of Parties: This Terms is not intended to create a partnership, joint venture or agency relationship between the parties.

(e) Severance: If a provision of these Terms is held to be void, invalid, illegal or unenforceable, that provision is to be read down as narrowly as necessary to allow it to be valid or enforceable, failing which, that provision (or that part of that provision) will be severed from these Terms without affecting the validity or enforceability of the remainder of that provision or the other provisions in these Terms.

(f) Entire agreement: This Terms contains the entire understanding and agreement between the parties in respect of its subject matter.

(g) Amendment: This Terms may only be amended by written instrument executed by all parties.

(h) Survival: Clauses 4(e), 5(d), 6(b), 6(c), 9(f), 10(f),12, 13, 14, 15, 16, 17(b), 18(a) and 18(b) survive termination of these Terms.

(i) Governing law: This Terms is governed by the laws of Queensland.

For any questions or notices, please contact:

Click Start Pty Ltd As Trustee for the Click Start Digital Trust ABN 77 800 608 804

Email: samantha@clickstartdigital.com.au

Last update: 20 June 2023