CallUPNow - Terms and Conditions
1.1 “Seller” will mean Call UP Now – Helium SEO and it’s partners including its followers and designates or anyone acting upon behalf of and with the authority of Helium SEO ABN 23 773 505 681.
1.2 “Buyer” shall imply the Buyer (or anyone acting upon behalf of and with the authority of the Buyer) as explained on any quotation, work authorisation or other type as supplied by the Seller to the Buyer.
1.3 “Guarantor” indicates that individual (or persons), or entity, who accepts be accountable for the financial obligations of the Buyer on a primary debtor basis.
1.4 “Goods” will mean Goods provided by the Seller to the Buyer (and where the context so permits will include any supply of Services as hereinafter defined) and are as explained on the invoices, quotation, emails, work authorisation or any other types as supplied by the Seller to the Buyer.
1.5 “Services” will suggest all Services supplied by the Seller to the Buyer and includes any recommendations or recommendations (and where the context so permits shall consist of any supply of Goods as defined above).
1.6 “Price” will imply the cost payable for the Services as concurred between the Seller and the Buyer in accordance with provision 3 of this contract.
2.1 Any directions gotten by the Seller from the Buyer for the supply of Services and/or the Buyer’s acceptance of such Services supplied by the Seller shall constitute approval of the terms included herein.
2.2 Where more than one Buyer has become involved in into this agreement, the Buyers shall be jointly and severally liable for all payments of the cost of services.
2.3 Upon acceptance of these terms by the Buyer the terms and conditions are binding and can just be modified with the composed approval of the Seller.
2.4 The Buyer will give the Seller not less than fourteen (14) days prior composed notice of any proposed modification of ownership of the Buyer or any modification in the Buyer’s name and/or any other change in the Buyer’s details (including however not restricted to, modifications in the Buyer’s address, facsimile number, or company practice). The Buyer shall be liable for any loss sustained by the Seller as an outcome of the Buyer’s failure to comply with this provision.
3. Price And Payment
3.1 At the Seller’s sole discretion the Price shall be either:
(a) an agreed amount for each successful call that leads to a billable job or new customer acquisition; or
(b) the Seller’s priced quote Price (topic to clause 3.2) which will be binding upon the Seller supplied that the Buyer will allow the Seller’s quotation within thirty (30) days.
3.2 The Seller reserves the right to alter the Price in the event of a variation to the Seller’s quotation.
3.3 At the Seller’s sole discretion a deposit might be required, in the form of an up front payment for any customisation of the clients landing pages.
3.4 At the Seller’s sole discretion:
(a) payment will be due on delivery of such additional Services; or
(b) payment shall be due before supply of such Services.
3.5 Time for payment for the Services shall be of the essence and will be mentioned on the invoice. If no time is stated then payment shall be due 2 (2) days following the date of the invoice and payment processed by bank direct debit.
3.6 Payment will be made by direct deposit, between the Buyer and the Seller.
3.7 GST and other taxes and tasks that may apply shall be included to the Price except when they are specifically consisted of in the Price.
3.8 Payment by direct debit will be processed 2 business days after a weekly invoice has been provided to the Buyer. If no changes are to be made to the invoice that may arise from a discrepancy, then the full invoice amount shall be debited against the Buyer’s business bank account after the 2 business days. The Buyer will be provided with access to call recordings to review any or all calls that give rise to a discrepancy on charges applied. Access to the online call records is provided once a Buyer has successfully signed up and has been approved by the Seller.
4.1 If the Seller keeps ownership of the services nonetheless, all risk for the Goods passes to the Buyer on supply.
5. Purchaser’s Disclaimer
5.1 The Buyer hereby disclaims any recourse to rescind, or cancel any agreement with the Seller or to sue for damages or to claim restitution developing out of any misrepresentation made to the Buyer by the Seller and the Buyer acknowledges that the Goods and/or Services are purchased relying exclusively upon the Buyer’s skill and judgment.
6. The Commonwealth Trade Practices Act 1974 (“TPA”) and Fair Trading Acts (“FTA”).
6.1 Nothing in this contract is planned to have the result of contracting from any appropriate arrangements of the TPA or the FTA in each of the States and Territories of Australia, other than to the extent allowed by those Acts where applicable.
7. Default & Consequences of Default.
7.1 Interest on overdue invoices will accrue daily from the date when payment ends up being due, up until the date of payment, at a rate of two and one half percent (2.5 %) per calendar month and such interest shall compound monthly at such a rate after in addition to before any judgment.
7.2 If the Buyer defaults in payment of any billing when due, the Buyer will indemnify the Seller from and against all costs and disbursements sustained by the Seller in pursuing the financial obligation including legal expenses of a solicitor and the Seller’s collection company expenses.
7.3 Without bias to other solutions the Seller might have, if at any time the Buyer remains in breach of any obligation (consisting of those connecting to payment), the Seller may suspend or end the supply of Goods and/or Services to the Buyer and any of its other responsibilities under the terms. The Seller will not be accountable to the Buyer for any loss or damage the Buyer suffers due to the fact that the Seller has actually exercised its rights under this provision.
7.4 If any account continues to be overdue after thirty (30) days then an amount of the greater of twenty dollars ($20.00) or 10 percent (10.00 %) of the quantity overdue (as much as an optimum of two hundred dollars ($200.00)) shall be imposed for administration charges which sum shall become instantly due and payable.
7.5 Without prejudice to the Seller’s other solutions at law, the Seller shall be entitled to cancel all or any part of any order of the Buyer which continues to be unfulfilled and all amounts owing to the Seller shall, whether due for payment, become right away payable on the occasion:
(a) any cash payable to the Seller ends up being past due, or in the Seller’s opinion the Buyer will be not able to meet its payments as they fall due; or.
(b) the Buyer becomes insolvent, convenes a meeting with its lenders or proposes or becomes part of an arrangement with creditors, or makes a task for the benefit of its lenders; or.
(c) a receiver, supervisor, liquidator (provisional or otherwise) or similar individual is appointed in regard of the Buyer or any possession of the Buyer.
8. Security And Charge.
8.1 Despite anything to the contrary included herein or other rights which the Seller may have howsoever:.
(a) where the Buyer and/or the Guarantor (if any) is the owner of land, real estate or any other asset capable of being charged, both the Buyer and/or the Guarantor accept home loan and/or charge all their joint and/or several interest in the stated land, real estate or any other possession to the Seller or the Seller’s nominee to protect all amounts and other monetary responsibilities payable under these terms and conditions. The Buyer and/or the Guarantor acknowledge and agree that the Seller (or the Seller’s candidate) shall be entitled to lodge where suitable a caution, which caveat shall be withdrawn when all payments and other monetary commitments payable here under have been fulfilled.
(b) should the Seller choose to continue in any manner in accordance with this stipulation and/or its sub-clauses, the Buyer and/or Guarantor will compensate the Seller from and versus all the Seller’s costs and disbursements consisting of legal expenses on a solicitor and own client basis.
(c) the Buyer and/or the Guarantor (if any) concur to irrevocably nominate constitute and select the Seller or the Seller’s nominee as the Buyer’s and/or Guarantor’s real and lawful attorney to perform all necessary acts to provide effect to the arrangements of this clause 8.1.
9.1 The Seller might cancel any contract to which these terms apply or cancel shipment of Goods and/or Services at any time prior to 7 (7) days by providing composed notice to the Buyer. On offering such notification the Seller will repay to the Buyer any amounts paid in regard of the Price minus 20 % of the total invoiced amount. The Seller shall not be responsible for any loss or damage whatever emerging from such cancellation.
9.2 In the event that the Buyer cancelling their contract with the Seller, no refund will be supplied beyond what is seen to be an acceptable amount for due compensation of works carried out, and or advertising commitments being initiated that substantially create costs that need to be recovered by the Seller.
10. Privacy Act 1988.
11. Google Guarantee.
11.1 Each advertiser will be ensured a first page Google listing when the keywords associated with their marketing trade integrated with any suburban area in the zone(s) purchased are initiated into a Google search in their given state of Australia. Keywords can be controlled to best match of the Buyers core business. An example of standard keywords for the Accountants Industry consist of:.
11.2 If Call UP Now fails to deliver a first page organic listing on Google as outlined, Call UP Now will not charge the Buyer any fees.
11.3 Contract begins on the date of the completed sign up form.
12.1 If any arrangement of these terms will be invalid, void, illegal or unenforceable the validity, presence, legality and enforce-ability of the remaining arrangements shall not be influenced, prejudiced or impaired.
12.2 These terms and any contract to which they apply shall be governed by the laws of Australia and its states and territories and are subject to the jurisdiction of the courts of these states.
12.3 The Seller will be under no liability whatsoever to the Buyer for any indirect loss and/or cost (including loss of profit) suffered by the Buyer emerging out of a breach by the Seller of these terms and conditions.
12.4 In the event of any breach of this agreement by the Seller the solutions of the Buyer will be restricted to damages which under no scenarios shall exceed the Price of the Goods.
12.5 The Buyer will not be entitled to set off against or subtract from the Price any sums owed or declared to be owed to the Buyer by the Seller.
12.6 The Seller may certify or sub-contract all or any part of its rights and obligations without the Buyer’s authorisation.
12.7 The Seller reserves the right to modify these terms at any time. If, following any such event, there is to be any change to these terms, then that modification will take result from the date on which the Seller notifies the Buyer of such a modification.
12.8 Neither party shall be liable for any default due to any act of God, war, terrorism, strike, lock-out, industrial action, fire, flood, drought, storm or other event beyond the affordable control of either party.
12.9 The failure by the Seller to implement any provision of these terms shall not be dealt with as a waiver of that provision, nor shall it influence the Seller’s right to subsequently implement that provision.