Client Terms and Conditions

These are PayPerClick's standard terms. They apply unless otherwise specified in the Insertion Order, and where the Insertion Order and these terms differ, the Insertion Order prevails. The one exception is clause 15.2: either party may always end the Agreement on 30 days' written notice, and no Insertion Order can remove or limit that right. Clauses 9, 10 and 11 apply only where the Insertion Order includes SEO, website or social media services.

1.1 In the Agreement:

• Agreement means the Insertion Order and these terms. Each Insertion Order forms a separate Agreement.
• Approved Budget means the Media Spend budget the Client has approved in writing, including by email.
• Authorised Contact means a person named in the Insertion Order, or later notified in writing, who may give approvals for a party.
• Background Materials means PayPerClick's existing tools, templates, methods, processes, code libraries and materials developed independently of the Agreement, other than anything built specifically for the Client.
• Client means the person or company named as the client in the Insertion Order.
• Client Materials means any content, data, logos, images, product feeds, claims, access and information the Client supplies.
• Commencement Date means the start date in the Insertion Order.
• Confidential Information means any non public information disclosed by either party in connection with the Agreement, including PayPerClick's methods, pricing and processes.
• Deliverables means the materials PayPerClick creates specifically for the Client under the Agreement, including websites, creative, ads, campaign structures, content, reports, tools and other assets.
• Fees means the fees set out in the Insertion Order, including management, project, one off and set up fees. Fees do not include Media Spend.
• Insertion Order means the order or approved proposal setting out the Services, Fees, Term and any specific terms.
• Media Spend means the amounts paid to a Platform to run advertising.
• Platform means any third party advertising, search, social, analytics or technology service used to deliver the Services, such as Google Ads, Meta Ads, Microsoft Advertising, TikTok Ads, LinkedIn Ads, Google Analytics, Google Search Console and Google Merchant Center.
• Secure AI Environment means the secure AI server and environment operated by PayPerClick for delivering the Services.
• Services means the services described in the Insertion Order, which may include paid advertising, SEO and AI search optimisation, website design and development, and social media management.
• Term means the period set out in the Insertion Order and any month to month continuation under clause 15.1.

1.2 Headings are for reference only. The singular includes the plural and the reverse.

2.1 PayPerClick will provide the Services with due care and skill, in a professional manner.

2.2 Clauses 9 (SEO and AI search optimisation), 10 (website design and development) and 11 (social media management) apply only where the Insertion Order includes those services.

2.3 Changes to the Services must be agreed in writing, which may be by email between Authorised Contacts under clause 17.2. Work outside the Services will be quoted separately.

3.1 The Client will give PayPerClick accurate, complete and timely information, and the access it reasonably needs to its Platforms, website, analytics and assets.

3.2 The Client will review and approve ads, content, budgets and other work within a reasonable time. Approvals may be given in writing by an Authorised Contact, including by email. Delays in access or approvals may delay the Services.

3.3 The Client is responsible for its website, products, prices, offers and landing pages, and for complying with all laws that apply to them, including the Australian Consumer Law.

3.4 The Client is responsible for substantiating the product, service and performance claims it supplies or asks PayPerClick to make, and warrants that the Client Materials are accurate, are not misleading or deceptive, and do not infringe the rights of any third party.

4.1 Unless otherwise specified in the Insertion Order, the Client pays Media Spend directly to each Platform.

4.2 Where the Insertion Order specifies that PayPerClick pays Media Spend on the Client's behalf, that Media Spend must be funded in advance. PayPerClick will invoice it before the relevant period and may pause the affected campaigns if the required funds are not received by the due date. PayPerClick will tell the Client in writing which campaigns are paused.

4.3 Advertising accounts set up in the Client's name belong to the Client. Where an account is set up under PayPerClick's billing, PayPerClick will transfer it or give the Client full access once all amounts owing have been paid.

4.4 PayPerClick works within the rules, tools and policies set by each Platform. Each Platform controls its own algorithms, auctions, bidding systems, ad formats, policies, ad approvals, tracking and reporting, and may change them at any time without notice. PayPerClick is not responsible for any change in performance, costs, ad approvals, account status or reported results caused by Platform changes, outages, disapprovals or account suspensions. PayPerClick will let the Client know about significant Platform changes it becomes aware of and will adjust the Services where it reasonably can.

4.5 The Client sets and approves each Approved Budget in writing, which may be by email. PayPerClick will work to keep Media Spend as close as reasonably practicable to the Approved Budget.

4.6 Platform ad serving, pacing, reporting delays and billing adjustments can cause Media Spend to run above or below the Approved Budget. PayPerClick will use reasonable endeavours to tell the Client when a material variance becomes apparent.

4.7 PayPerClick will not make a material increase to an Approved Budget without the Client's written approval, and will seek approval where it recommends additional spend.

4.8 Where practicable, any overspend will be offset by reducing the following month's spend, and PayPerClick will tell the Client when it does this. Underspend will not be recovered by increasing a later month's budget unless the Client approves it.

4.9 The Client remains responsible for legitimate Platform charges. Provided PayPerClick has exercised due care and skill, it is not responsible for budget variations caused by Platform behaviour beyond its reasonable control, and it cannot guarantee a Platform credit, refund or adjustment.

5.1 The Client will pay the Fees set out in the Insertion Order.

5.2 Unless otherwise specified in the Insertion Order, ongoing Fees are invoiced on the 5th of each month for the Services provided in that month, and one off Fees are invoiced as set out in the Insertion Order.

5.3 Unless otherwise specified in the Insertion Order, invoices are payable by bank transfer in Australian dollars within 14 days of the invoice date.

5.4 All Fees are exclusive of GST. GST will be added as required under A New Tax System (Goods and Services Tax) Act 1999 (Cth).

5.5 If an account is more than 30 days in arrears, PayPerClick may suspend its management and other Services after giving the Client written notice. The notice will explain the suspension and whether any campaigns will remain active. Where the Client pays Platforms directly, suspending management does not stop advertising: campaigns may continue to run and incur Media Spend unless the Client pauses them or asks PayPerClick to do so. Services resume once the account is brought up to date. Media Spend paid by PayPerClick is dealt with under clause 4.2.

5.6 Subject to applicable law, an overdue invoice may attract an administration fee to help cover the cost of following up payment. The fee is a percentage of the overdue amount, excluding any earlier administration fee:

• (a) 2.5% once the invoice is 31 days overdue;
• (b) 5% once it is 45 days overdue; and
• (c) 7.5% once it is 60 days overdue.

5.7 Each rate replaces the one before it and is not added to it. Any fee already charged is credited against the next, so the total never exceeds the applicable percentage of the overdue amount. No fee is charged on an earlier administration fee. PayPerClick will give written notice before applying a fee and may waive it at its discretion.

5.8 Fees are reviewed at the end of each agreement period. PayPerClick will give the Client at least 30 days' written notice of any change, and revised Fees apply only once the Client approves a revised Insertion Order. Fees will not change during an agreed period. If the Client does not approve the revised Insertion Order, either party may end the Agreement under clause 15.2.

5.9 If either party finds a discrepancy in amounts charged or paid, the parties will consult in good faith to resolve it.

6.1 PayPerClick will use reasonable endeavours to achieve the Client's objectives, but does not guarantee any rankings, traffic, leads, sales, return on ad spend or other result.

6.2 Fees are not dependent on achieving any KPI or target. Any KPIs or targets discussed with the Client are aims, not guarantees.

6.3 Platforms measure and report results in different ways, so figures may differ between them. These differences are not errors in the Services. Cookie restrictions, browser settings and privacy laws also limit how accurately Platforms can track results. The Client should review the tracking limitations and guidelines of each Platform directly.

7.1 The Client keeps ownership of its existing materials, including the Client Materials. The Client grants PayPerClick a non exclusive, royalty free licence to use the Client Materials to provide the Services, including the right to sub license them to its contractors and Platforms for that purpose.

7.2 PayPerClick keeps ownership of its Background Materials.

7.3 The Client owns all Deliverables built for it, including websites, creative, tools and other assets, once the Fees relating to them are paid.

7.4 Where Background Materials are embedded in paid Deliverables, PayPerClick grants the Client an ongoing, non exclusive, royalty free licence to use them to the extent necessary to use and maintain those Deliverables.

7.5 Third party software, fonts, images, music, plugins, themes and other licensed assets remain subject to their own licence terms and any ongoing charges. Where Deliverables include third party or AI assisted material, the Client receives the rights PayPerClick is able to grant in that material, which may not include exclusive ownership.

7.6 PayPerClick may keep limited archival copies of Client Materials and Deliverables for legitimate recordkeeping, legal and insurance purposes, subject to clause 8. Keeping records does not permit PayPerClick to keep using Client Materials for marketing.

8.1 Each party will keep the other's Confidential Information confidential and use it only for the Agreement, during the Term and after it ends.

8.2 Clause 8.1 does not apply to information that is public through no fault of the recipient, that the recipient already knew, or that must be disclosed by law or to a regulator.

8.3 Each party will comply with the Privacy Act 1988 (Cth) and the Australian Privacy Principles where they apply to it. The Client is responsible for its own privacy policy and for any notices and consents needed for tracking, analytics and remarketing on its website.

8.4 PayPerClick will apply reasonable security measures to Client information, restrict access to people who need it to deliver the Services, and require its staff and contractors to keep it confidential.

8.5 PayPerClick may use employees, contractors and third party tools reasonably necessary to deliver the Services, including providers located overseas where applicable. PayPerClick remains responsible for their work under the Agreement.

8.6 If PayPerClick becomes aware of a security incident affecting Client information, it will notify the Client promptly, cooperate reasonably to contain and respond to it, and comply with any applicable notification obligations, including under the Privacy Act 1988 (Cth).

8.7 PayPerClick will keep Client information only for as long as reasonably required for the Services, legal obligations, insurance, recordkeeping or disputes. After that, it will securely delete the information or remove identifying details. Copies in backups are removed in the ordinary backup retention cycle.

8.8 PayPerClick may use AI tools within its Secure AI Environment to assist in delivering the Services, including research, analysis, drafting, creative work and other service delivery. Client information processed within this environment is protected by security and access controls and is not used to train public or third party AI models. PayPerClick remains responsible for reviewing AI assisted work before delivery or publication.

8.9 PayPerClick will not enter Client Confidential Information, identifiable customer data, sensitive information or credentials into AI tools outside the Secure AI Environment without the Client's written authorisation and appropriate safeguards.

8.10 PayPerClick may ask the Client for a review, testimonial or reference. The Client may choose whether to provide one.

9.1 This clause applies where the Insertion Order includes SEO or AI search optimisation. The scope, deliverables and reporting frequency are set out in the Insertion Order.

9.2 SEO is ongoing work and results can take time. Rankings, traffic, leads, sales, indexing, and inclusion, citations or visibility in AI search results are not guaranteed.

9.3 Search engines and AI services control crawling, indexing, rankings and how results are presented. Results may be affected by algorithm changes, competitors, the condition of the website, changes made by the Client and work done by third parties.

9.4 Implementation depends on timely access, approvals and developer support. Technical recommendations, content creation, implementation, migrations, link acquisition and developer work are included only where expressly scoped. Paid tools, placements and other third party costs require the Client's approval unless already included.

9.5 PayPerClick will not knowingly use deceptive or spam practices that breach applicable search engine policies.

9.6 The Client should tell PayPerClick about material changes to the website by the Client or third parties, because they may affect performance.

9.7 Where a website migration takes place, PayPerClick will work to implement best practice SEO migration processes. PayPerClick cannot control or guarantee rankings or traffic where the website changes significantly, including changes to the domain name, URLs, page content or menu navigation. PayPerClick will educate and guide the Client as best it can, but is not responsible for changes implemented by the Client or its developers.

10.1 This clause applies where the Insertion Order includes website design or development. The agreed scope sets out the pages, functionality, integrations, milestones, Client inputs, revision rounds and Fees, and any compatibility, accessibility and performance requirements, subject to applicable law. PayPerClick does not promise compatibility with every browser, device or future software release.

10.2 New functionality and other changes outside the approved scope require the Client's written approval of the additional Fees and timing before work starts.

10.3 Timelines depend on timely content, access, approvals and the availability of third parties.

10.4 Before launch, the parties will confirm in writing who is responsible for backups of the existing website, migration and recovery arrangements.

10.5 The Client will have a reasonable opportunity to review and test the website before launch. Launch requires the Client's written approval, which may be by email. Silence is not approval. Approval does not remove PayPerClick's responsibility for defects or the Client's rights under the Australian Consumer Law.

10.6 Any period for correcting defects after launch will be set out in the Insertion Order or scope of work.

10.7 Domain registration, hosting, maintenance, backups, security monitoring, software updates and ongoing support are included only where expressly scoped. PayPerClick will disclose third party licences, renewals and ongoing charges that the website relies on.

10.8 Once the relevant Fees are paid, PayPerClick will provide an orderly handover of the paid Deliverables, relevant credentials and agreed documentation.

10.9 If a website project ends early, the Client pays for work completed and authorised non cancellable commitments up to the end date under clause 15.4, less payments already received. No charge applies for the remainder of the project.

11.1 This clause applies where the Insertion Order includes social media management. The Insertion Order sets out the platforms, posting frequency, content formats, revision rounds, reporting and community management.

11.2 Paid advertising, influencer engagement, photography, video production and after hours moderation are separate services unless expressly included.

11.3 The parties will agree a content approval process. Delayed approvals may delay publication. Silence is not approval unless a standing approval process has been agreed in writing.

11.4 The Client is responsible for substantiating its product claims and for the permissions needed for materials it supplies. For materials PayPerClick sources, such as music, images and talent releases, PayPerClick is responsible for the licences and permissions, or will make clear in writing which of them the Client is responsible for. Paid partnerships and influencer content must be clearly disclosed as advertising, and the party arranging that content is responsible for the disclosure.

11.5 Followers, engagement, reach, leads, sales and uninterrupted account access are not guaranteed. Platforms control their algorithms, content removal and account restrictions, and clause 4.4 applies.

11.6 Community management hours, response times and escalation contacts will be agreed in writing. The Services do not include 24/7 monitoring unless the Insertion Order says so.

11.7 PayPerClick will escalate complaints, threats, legal issues and sensitive enquiries to the Client, and will not admit liability or offer refunds or compensation on the Client's behalf without its authority.

11.8 Social media accounts belong to the Client. Access and security arrangements will be documented. When the Agreement ends, the parties will agree what happens to scheduled posts, and PayPerClick will remove its access after handover.

12.1 Each party warrants that it has full power and authority to enter into and perform the Agreement.

12.2 Nothing in the Agreement excludes, restricts or modifies any right or remedy under the Australian Consumer Law in schedule 2 of the Competition and Consumer Act 2010 (Cth), or any other law, that cannot lawfully be excluded, restricted or modified.

12.3 Where the law allows, PayPerClick's liability for breach of a consumer guarantee is limited to supplying the Services again or paying the cost of having them supplied again.

12.4 To the extent permitted by law, warranties and terms implied by statute, general law or custom are excluded, except the obligation in clause 2.1 to provide the Services with due care and skill.

12.5 PayPerClick does not warrant that any Platform or third party service will be uninterrupted or error free.

13.1 Subject to clause 13.4, each party's total liability to the other under or in connection with the Agreement will not exceed one and a half times the Fees paid or payable in the 12 months before the event giving rise to the claim. For an engagement shorter than 12 months, the cap is one and a half times the Fees paid or payable for that engagement. Media Spend is not included in this calculation.

13.2 The cap does not apply to the Client's obligation to pay Fees, Media Spend and authorised third party commitments.

13.3 Neither party is liable to the other for indirect or consequential loss. Loss of revenue, profit or data is excluded only where it is indirect or consequential.

13.4 Nothing in the Agreement limits or excludes liability for fraud, or any liability that cannot lawfully be limited or excluded.

13.5 Each party must take reasonable steps to mitigate its loss. A party's liability is reduced to the extent the other party caused or contributed to the loss.

14.1 Each party indemnifies the other against loss, damage and reasonable costs arising from a third party claim, to the extent caused by its breach of the Agreement, its negligence or unlawful conduct, or infringement of third party rights by materials it supplied.

14.2 The Client's indemnity also covers third party claims about its products, services, offers and the claims it supplied or approved, to the extent attributable to the Client.

14.3 An indemnity is reduced to the extent the indemnified party caused or contributed to the loss.

14.4 A party seeking to rely on an indemnity must notify the other promptly, take reasonable steps to mitigate its loss and cooperate reasonably in defending the claim. Neither party may settle a claim in a way that admits fault by, or imposes obligations on, the other party without that party's consent, which must not be unreasonably withheld.

14.5 Indemnities are subject to the limits in clause 13, except where liability cannot lawfully be limited.

15.1 The Agreement starts on the Commencement Date and runs for the Term. Unless otherwise specified in the Insertion Order, at the end of the Term the Agreement continues month to month.

15.2 Either party may end the Agreement at any time, including during the initial Term, by giving at least 30 days' written notice. This right applies to every Agreement and cannot be removed or limited by an Insertion Order.

15.3 PayPerClick may suspend the Services for non payment only as set out in clauses 4.2 and 5.5.

15.4 When the Agreement ends, the Client will pay within 14 days for Services delivered up to the end date, including during the notice period, for work completed, and for authorised non cancellable third party commitments, less payments already received. No charge applies for the remainder of the Term or of any project.

15.5 PayPerClick will return any unused balance of prepaid Media Spend it holds within 14 days after the Agreement ends, less amounts properly owing and authorised commitments. Where a Platform refund or final reconciliation is outstanding, PayPerClick will return the undisputed balance first, tell the Client when the remainder is expected, and return it promptly after it is received and reconciled. PayPerClick is not required to return Platform funds before it receives them. Fees for Services delivered are not refundable.

15.6 Once amounts owing are paid, PayPerClick will hand over account access and paid Deliverables under clauses 4.3, 7.3, 10.8 and 11.8, and will remove its access to Client accounts after handover.

15.7 Ending the Agreement does not affect rights that accrued before it ended. Clauses 5, 7, 8, 12, 13, 14, 15.4 to 15.6 and 17 continue after it ends.

16.1 Neither party is liable for delay or failure to perform caused by circumstances beyond its reasonable control, including natural disasters, pandemics, industrial action, power or telecommunications failures, and Platform outages or policy changes. This clause does not apply to an obligation to pay money.

17.1 The Client may not assign or sub license the Agreement without PayPerClick's prior written consent. PayPerClick may assign the Agreement to a related body corporate under the Corporations Act 2001 (Cth) without consent, and to anyone else with the Client's prior written consent.

17.2 Authorised Contacts may approve routine content, budgets and scope changes by email. Those approvals form part of the Agreement.

17.3 The Agreement is the entire agreement between the parties on its subject matter and replaces all earlier agreements and any terms the Client tries to apply. Apart from approvals under clause 17.2, the Agreement may be changed only in writing signed by both parties.

17.4 If any part of the Agreement is invalid or unenforceable, it is severed and the rest continues to apply.

17.5 A delay or failure to enforce any right is not a waiver of it.

17.6 PayPerClick provides the Services as an independent contractor. Neither party can sign contracts or make commitments on the other's behalf, except where the Client authorises PayPerClick to do so, such as running advertising on the Client's Platform accounts.

17.7 Notices must be in writing and sent to the address or email in the Insertion Order. An email notice is received when sent, unless the sender receives a delivery failure message.

17.8 The Agreement is governed by the laws of New South Wales. Each party submits to the non exclusive jurisdiction of the courts of New South Wales and the courts that hear appeals from them.