Last updated July 2021


  1. Optimisation Australia (oa agency) and
  2. the Client.
    1. General
      1. This Agreement consists of this General Terms, the Product Terms, and Cover Sheet together (including any schedule or attachments from time to time).
      2. This Agreement will be effective when it is signed by both parties. This Agreement may be signed in counter- parts and those parts together constitute one contract.
      3. In these General Terms and Conditions, these words have the following defined meaning:

        Agreement means these General Terms and Conditions, the Product Terms, and the Cover Sheet and any other schedules or attachments from time to time.

        Banking day means a day other than a Saturday or a Sunday or a public holiday listed throughout Australia. 

        Financial Institution means the financial institution nominated by Client at which Client Account is maintained. 

        Client means the party named in the Cover Sheet.

        Client Bank Account means the account supplied by Client for direct debiting.

        Client Confidential Information means the Confidential Information of the Client.

        Client Representative means the Client’s contact for this Agreement, as detailed in the Cover Sheet.

        Client Website means the website/s of the Client, for which the Services will be provided for.

        Confidential Information means information which is not public information, which is by its nature confidential, has been disclosed to the other party in a confidential manner, or is identified as confidential by the disclosing party, and includes information relating to the business affairs, operations, customers, personnel, or pricing/fees of either party, and the terms of this Agreement.

        Cover Sheet means the details in Schedule 1.

        Debit Day means the day that payment of direct debit Fees is due.

        Direct Debit Request means the form to set up the arrangement for Fees to be directly debited from Financial Institution to OA.

        Fees mean the total of the Set-up Fees and Ongoing Fees payable by the Client to the OA Services as detailed in the Cover Sheet.

        Optimisation Australia or “OA” or “oa agency” means Optimisation Australia Pty Ltd ABN 94 116 927 354.

        OA Confidential Information means the Confidential Information of OA.

        Intellectual Property Rights or IPR means any rights in relation to copyright, patents, trademarks, designs, trade secrets, technical processes, systems, methods, software design, algorithms, codes, scripts and databases, inventions, discoveries, improvements, enhancements, processes, information and know-how, all documentation and other records, reports, documents, papers and other materials, or any other literary or industrial works, derivatives of any of these works, or any other intellectual property rights, whether existing or future, as recognised at common law or under statute or international law.

        Newly Created IPR means IPR created during the performance of the Services.

        Ongoing Fees means the Fees that will charged on the regular basis as detailed in the Product Terms, or the Cover Sheet.

        Pre-existing Intellectual Property means any Intellectual Property Rights existing before this Agreement.
        Product means the specific service purchased from OA.

        Product Terms means the specific terms and conditions for each Product.

        Set-Up Fees means the Fees that are charged to the Client only once, at the start of this Agreement.

        Services means the services provided by OA to the Client under each Product, as detailed in this Agreement, and includes any new features, updates or amendments from time to time.

        Supplier means a party engaged by OA under contract to provide some of the Services on its behalf

        Supplier Intellectual Property means Intellectual Property Rights that are owned, or licensed by, a third party to OA

        Supplier Software means any software, code, source code, or other program owned, or provided by, a Supplier.

        Supplier Terms means the terms and conditions that apply to any products or services provided by a Supplier under this Agreement.
    1. Client Registration
      1. Client must provide accurate, complete, and current information in order to register for the Services, including domain and web hosting details, website FTP, and Google Account details (as applicable). Client must promptly notify OA of any changes their contact details, or changes to their operations (including Client Website) that may affect the Services.
      2. Client is responsible for any use of, or activity through, the Client’s account, including any person who uses that account, whether or not authorised by Client, and for ensuring that all use of Client account complies with this Agreement.
    2. Services
      1. OA agrees to provide the Services to the Client on the terms of this Agreement, including the Product Terms. Client acknowledges and agrees that OA only provides certain limited services, being website design, website hosting, search engine optimisation (“SEO”), phone-tracking, and related services.
      2. In particular, the Client agrees and acknowledges that OA:
        1. does not warrant or guarantee that the Services will be available, achieve any particular outcome, including clicks, thru-traffic, or website ranking, generate increases sale or business activity, or any other improvement to Client’s business;
        2. does not warrant that the Service will be uninterrupted, timely, secure, or error free; and
        3. does not make any representations as to the suitability of the information available on or through OA or OA’s website, including user amended sites, third party sites or content, or about the legitimacy, legality, validity, accuracy, correctness, reliability, quality, stability, completeness or currency of such content or information.
      3. Client acknowledges and agrees that it uses the Services at its own risk.
      4. OA does not automatically create a back-up of Client data, but can do if requested, for the relevant Fee.
      5. If Customer purchases third party phone-tracking services as a stand-alone product, it will be provided in accordance with the the terms and conditions of our supplier
    3. Warranty, Liability, and Indemnity
      1. Other than the warranties expressly detailed in this Agreement, OA excludes any other warranties, including under statute, or common law.
      2. Client warrants that:
        1. it will conduct its own due diligence about the suitability of the Services for its own business and operations;
        2. it has provided OA with true, accurate and complete information about its business, IT systems, and networks, and has notified OA about any matter in its current knowledge that may affect the Services;
        3. it will comply with all laws (including the Telecommunications Act 1997 (Cth) and the Privacy Act 1988(Cth)) and Supplier terms, during the term of this Agreement; and
        4. it is not insolvent, and is not aware of any proceedings to recover debts, or for unpaid fines, fees or penalties.
      3. Client acknowledges and agrees that Services provided by a Supplier are provided solely on an “as is,” and “as available” basis.
      4. To the maximum extent permitted by law, OA excludes any damages, loss, claim, or expense (including legal costs) to Client however so arising, including:
        1. damage, claims, expenses or loss, caused to, or arising from, any party, including Client, through the Services or OA’s websites; and
        2. common law, contractual or statutory obligations or warranties relating to consumer protection, sale of goods, or fair trading.
      5. In no event shall OA be liable to any party for:
        1. any indirect, special, punitive, incidental or consequential damages (including damages for loss of business profits, business interruption, loss of programs or information, loss of profits or goodwill or loss of use of facilities or equipment), or any other such damages however so arising, even if OA has been advised of the possibility of such damages or is negligent, and regardless of the form of action, whether in contract, tort, or otherwise; or
        2. any delays, inaccuracies, errors or omissions with respect to the Service or the information or the transmission or delivery of all or any part thereof, for any damage arising there from or occasioned thereby, or for the results obtained from the use of information available on or through OA.
      6. Client agrees to indemnify OA (including any related bodies corporate, and Suppliers) from any damages, liabilities, actions, causes of action, suits, claims, demands, losses, costs and expenses (including without limitation reasonable attorneys’ fees and disbursements and court costs) arising from or in connection:
        1. Client’s breach of this Agreement, or Supplier Terms, or any local, state, federal or international laws or regulations;
        2. actions or omission of Client affecting, caused to, of suffered by, third parties;
        3. Client’s breach of OA’s Confidential Information, or any parties’ personal information (as that term is defined in the Privacy Act 1988 (Cth)); or
        4. Client’s acts or omissions when using the Services, or operating its own business or Client Website.
      7. To the extent OA cannot exclude its liability, OA limits its total liability to the Client under this Agreement, whether in tort, contract, negligence or however so arising, to the Fees received by OA under this Agreement or AUS $100, whichever amount is the lesser.

    1. Third Party content and Terms

      The Services, including OA’s own websites, may contain, or use third party or Supplier content, goods and services (and thus incorporate Supplier Terms).
        1. Clients’ use of such content is strictly in accordance with the terms in the Product Terms and this Agreement.
        2. Client acknowledges and agrees that if they breach Supplier terms, OA and Supplier both reserve all rights in relation to that breach.
        3. Client agrees that OA may change a Supplier at any time, without notice. The change of a Supplier will not affect the Services, or these terms and conditions, unless notified by OA in writing.
        4. Supplier’s may change Supplier Terms from time to time. If Supplier changes the features of functions of the product, OA will notify Client but Client is not entitled to any refund of the Fees.
        5. Nothing in this Agreement, Product Terms, or Supplier Terms, creates or implies any agency relationship, joint venture, or partnership between Client and Supplier.
      1. Client may access links to third party or Supplier websites through OA’s website. Such links allow Client to exit OA’s website and enter third party or Supplier websites.
        1. These links are provided only as a convenience. They are not reviewed, controlled or examined by OA and OA is not responsible for the information, advertising, products, resources or other material, of any linked site or any link contained in a linked site.
        2. The inclusion of any link does not imply endorsement of the linked site by OA.
        3. In no event shall OA be liable, directly or indirectly, to anyone for any damage or loss arising from or occasioned by the creation, use or reliance, on the third parties’ or Suppliers’ websites or the information, advertising, products, resources or material accessed through these websites.
        4. OA reserves the exclusive right in its sole discretion to add, decline or remove, without warning, any icon or link to a website
    1. Fees

      You must pay us the Fees for the Services in accordance with the Cover Sheet by the date specified. You may pay the Fees by Credit Card, or Direct Debit.
        1. If payment is not made in full by this due date, OA reserves the right to suspend, or cancel the Service, or any Product until such time that the arrears are paid in full.
          1. Interest will be charged on overdue amounts at the rate of 2.5% per month.
          2. You will be liable for a $15 administration fee should your credit card or direct debit payment fail.
      1. The minimum cost of the Agreement is all the Set-up Fees plus the number of Ongoing Fee for the term of the Agreement. If the Client terminates the agreement before the initial term is over, or OA terminates for default, Client will be liable to pay the outstanding amount of the Ongoing Fees for the remainder of the initial term (as well as any other outstanding Fees or charges).
    1. Direct Debit Terms
      1. If Client requests and signs a Direct Debit Request, Client authorises OA to arrange Fees to be debited from Client Bank Account.
        1. Client must confirm:
          1. with Financial Institution whether direct debiting is available;
          2. that Client Bank Account details provided are correct; and
          3. with your financial institution before completing the Direct Debit Request if you have any queries about how to complete the Direct Debit Request.
      2. OA will only arrange for Fees to be debited from your Client Bank Account as authorised in the Direct Debit Request.
      3. If the Debit Day falls on a day that is not a Banking Day, we may direct your Financial Institution to debit Client Bank Account on the following banking day. Client will contact Financial Institution in order to confirm which day Client Bank Account has or will be debited.
      4. Client must ensure that there are sufficient clear funds available in Client Bank Account to allow a debit payment to be made in accordance with the Direct Debit Request.
      5. If there are insufficient clear funds in your account to meet a debit payment:
        1. Client may be charged a fee and/or interest by Financial Institution;
        2. Client may be charged any fees or charges imposed or incurred by OA; and
        3. Client must arrange for Fees plus any charges to be made by another method, or arrange for sufficient clear funds to be in Client Bank Account by an agreed time, so OA can process the debit payment.
      6. Client is responsible for checking Client Bank Account statement to verify that the amounts debited are correct.
        1. If Client believes that there has been an error in debiting Client Bank Account, Client should notify OA directly on 1300 014 401 and confirm that notice in writing with OA as soon as possible so that OA can seek to resolve Client’s query faster. Alternatively Client can contact Financial Institution directly.
        2. If OA concludes as a result of an investigation that Client Bank Account has been incorrectly debited, OA will respond to Client query by arranging for Financial Institution to adjust Client account (including interest and charges) accordingly.
        3. OA will also notify Client in writing of the amount by which Client Bank Account has been adjusted.
        4. If OA concludes as a result of investigation that your Client Bank Account has not been incorrectly debited OA will respond to Client query by providing reasons and any evidence for this finding in writing.
        5. OA may give or use information about the Client to a credit reporting agency for the following purposes:
          1. to obtain a consumer credit report about the Buyer; and or
          2. allow the credit reporting agency to create or maintain a credit information file containing information about the Buyer.
    2. Intellectual Property
      1. Both parties acknowledge and agree that nothing in this Agreement affects the rights or ownership of, or in, Pre-existing Intellectual Property Rights, including that of Suppliers or other third parties.
      2. Client acknowledges and agrees that OA owns the rights to any Newly Created IPR upon creation. Client assigns any interest it has to Newly Created IPR to OA on creation.
      3. Client obtains a licence to use any Newly Created IPR solely for its own internal use, for the term of this Agreement. The Client obtains a perpetual licence to any content in a Developed Website, or any content or backend/coding tags in the SEO Product.
      4. Client must not, or allow any third party on its behalf, to:
        1. copy, modify, adapt, translate or otherwise create derivative works of the Newly Created IPR or Supplier Software;
        2. reverse engineer, de-compile, disassemble or otherwise attempt to discover the source code of any software, or source code, except as expressly permitted by the law in effect in the jurisdiction in which you are located;
        3. rent, lease, sell, assign or otherwise transfer rights in or to the Supplier Software or Newly Created IPR; or
        4. use, post, transmit or introduce any device, software or routine which interferes or attempts to interfere with the operation of the Service or the Supplier Software.
      5. Client will use the Supplier Software, Service and [Reports] solely for its own internal use, and will not make any OA or Newly Created IPR available for timesharing, application service provider or service bureau use.
      6. Client will comply with all applicable laws and regulations in its use of and access to the any Documentation, Supplier Software, reports or other materials accessed through the Service.8.5. Client grants OA and its contractors and Suppliers a licence to use any Client IPR required or necessary to provide the Services. Client represent and warrants to OA that its owns, or has the right to grant any licence required to OA or the Suppliers, for any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to OA as part of the Services.
    3. Confidentiality
      1. The parties agree that they will receive Confidential Information of the other party, during the term of this Agreement that is valuable information of the disclosing party.
      2. The party receiving that Confidential Information agrees:
        1. not to disclose any Confidential Information to any other party, except in accordance with this Agreement; and
        2. to treat and protect that Confidential Information securely, using at least the same measures it uses to protect its own Confidential Information.
      3. OA may disclose Client Confidential Information to Suppliers (including their own employees, contractors, agents and professional advisers), and OA’s employees, contractors, agents, and professional advisers, to enable OA to comply with its obligations under this Agreement, providing they treat the Client’s Confidential Information consistent with the terms of this Agreement.
      4. Client may disclose OA Confidential Information only to its employees, contractors, agents, or professional advisers to the extent necessary to enable the Client to comply with its obligations under this Agreement.
    4. Cancellation and Termination
      1. The term of this Agreement is 12 months from the date of signing, unless otherwise specified in the Cover Sheet.
      2. This Agreement may be extended at any time by agreement between the parties.
      3. If the Client has not notified OA in writing at least 14 days prior to the expiration of the initial term, the Agreement will automatically renew for another 12 month (or as otherwise specified in Cover Sheet) term on the anniversary of this Agreement, and continue at the same spend level.
      4. Client remains responsible for all charges incurred through its use of the Services up to the time the account is terminated, including all charges for the month of the receipt of such notice
      5. OA may terminate the Services, or part of the Services or any Product, or this Agreement, for:
        1. any breach of this Agreement that can be remedied but that remains uncured after 14 days notice;
        2. any breach of this Agreement that cannot be cured immediately with notice;
        3. any act or omission that violates local, state, federal or international laws, or regulations;
        4. any act or omission that OA, in its sole discretion believes is harmful, illegal, misleading, or damaging to OA’s operations or reputation, or interferes with OA’s or any other parties operations;
        5. if Client refuses, or stops paying Fees, or has any invoice overdue by 28 daysor
        6. Client is insolvency, or enters any form of external administration.
        7. Client may terminate this Agreement if any breach of this Agreement that can be remedied that remains uncured after 14 days notice, or commits any breach of this Agreement that cannot be cured immediately with notice.
      6. OA reserves the right to change the amount of any Fee or charges, or to institute new Fees or charges, effective on at least 30 days prior notice.
      7. OA reserves the right to make changes, and amendments to the Services (including Supplier changes or changes to these terms and conditions necessary to comply with any changes in law), and updates to its schedule of fees from time to time.
      8. Upon cancellation or termination of this Agreement, all Services will cease and OA will undo or remove any content or amendments from Client Website and Client Website will be restored to the settings it had prior to commencement of the Service.
    5. Contact and notice
      1. Any notices under this Agreement will be sent to the email address, mailed to the address, or faxed to the fax number of OA and the Client as detailed in the Cover Sheet.
      2. Any notice will be deemed to have been received on the third Banking Day after posting for mail, or at the time and date of any confirmation receipt for emails and faxes.
      3. The first point of contact for both parties will be their nominated representatives in the Cover Sheet, from time to time.
      4. Any communications regarding Client’s Direct Debit should include Customer Number, and must be made at least 7 days prior to Debit Date.
    6. Miscellaneous
  1. OA does not guarantee the Service will be operable at all times or during any outages or interruptions, or accept an liability:
    1. caused by outages to any telecommunications networks or servers;
    2. caused by any failures of Client’s equipment, systems or local access services;
    3. for previously scheduled maintenance;
    4. relating to events beyond OA (or its wholly owned subsidiaries’) control such as strikes, riots, insurrection, fires, floods, explosions, war, governmental action, labour conditions, earthquakes, natural disasters, or interruptions in internet services to an area where OA (or its wholly owned subsidiaries) or your servers are located or co-located; or
    5. any such events listed in clauses 12.1.1 to 12.1.4 as they related to Suppliers.
  2. Both parties agree that this Agreement will be interpreted in accordance with the laws of the state of New South Wales, Australia.
    1. The parties submit to the non-exclusive jurisdiction of the courts of New South Wales.
    2. Any mediator or arbitrator under this Agreement will be appointed at the election of OA, and such mediation or arbitration will occur in New South Wales.
  3. To the extent any provision of this Agreement is found by a court to be invalid, void, illegal or otherwise unenforceable, that provision shall be read down only to the extent required and such a finding shall not affect any of the other provisions of this Agreement, which shall remain valid and enforceable. Failure to enforce any right shall not be considered a waiver of that, or any other, right, by OA.
  4. Client must ensure that any persons having access to the Services, including employees, contractors, agents, directors, professional advisers or authorised representatives using or accessing the Services comply with this Agreement.
  5. OA must assign, transfer, or subcontract all or part of this Agreement, or the Services, at any time. Client cannot transfer or assign its rights under this Agreement, without OA’s prior written permission.