Service terms and conditions

Parties

Optimisation Australia Pty Ltd (oa) and the Client.

General

This Agreement consists of these General Terms, the Product Terms, and the Cover Sheet together (including any schedules or attachments from time to time).
This Agreement will be effective when signed by both parties. This Agreement may be signed in counterparts, and those parts together constitute one contract.

Definitions

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

Banking day means a day other than a Saturday, Sunday or public holiday in Australia.
Client means the party named in the Cover Sheet.

 Client bank account means the account supplied by the Client for direct debiting.

Client website means the website(s) of the Client for which the Services will be provided.

Confidential information means information that is confidential by nature or identified as such, including business affairs, pricing, personnel, and the terms of this Agreement.

Fees means the total of the setup and ongoing fees payable by the Client to oa as detailed in the Cover Sheet.

Intellectual property rights (IPR) includes any rights in relation to copyright, patents, trademarks, designs, software, source code, databases, trade secrets, know-how, or similar rights, whether existing or future.

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

Pre-existing IPR means any IPR existing before this Agreement.

Product means the specific service purchased from oa.

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

Services means the services provided by oa to the Client under this Agreement, including updates and amendments.

 Supplier means a third party engaged by oa to provide some Services on its behalf.

Supplier terms means the terms and conditions that apply to any products or services provided by a Supplier.

Client Registration

The Client must provide accurate, complete, and current information to register for the Services, including access credentials and relevant business details. The Client must promptly notify oa of any changes to contact details or operations that may affect the Services.

The Client is responsible for all use of its accounts and ensuring compliance with this Agreement.

Services

oa agrees to provide the Services on the terms of this Agreement. The Client acknowledges that oa provides certain limited services, including website design and development, website hosting, search engine optimisation (SEO), online advertising, call tracking, and related services.

oa does not warrant or guarantee that the Services will achieve specific results, rankings, leads, conversions, or other outcomes. The Client uses the Services at its own risk.

Performance Disclaimer

The Client acknowledges that search engine algorithms, advertising platform policies, and ranking factors are controlled by third parties such as Google, Bing, and Meta.
While oa applies best-practice optimisation and advertising strategies, oa does not guarantee:

• specific keyword positions or rankings;
• a minimum volume of traffic, leads, or conversions; or
• any particular return on ad spend or campaign profitability.

Results depend on multiple factors beyond oa’s control, including algorithm updates, competitor activity, Client input, and budget allocation.

Call Tracking and Analytics

Where oa provides call tracking, recording, or analytics services (including through suppliers such as WildJar or similar), the Client acknowledges and agrees that:

• oa acts solely as an intermediary and does not own or control the tracking platform or its infrastructure;
• all tracking numbers are leased to the Client for the duration of this Agreement and remain the property of oa or its supplier;
• the Client’s right to use these numbers ends upon termination or non-renewal of this Agreement unless otherwise agreed in writing;
• if the Client wishes to transfer any tracking number to another provider, a porting or release fee may apply, as determined by oa or the relevant supplier;
• oa makes no guarantee as to the availability, completeness, accuracy, or retention of call data or recordings and is not liable for any loss, downtime, or reporting errors caused by supplier systems or telephony providers; and
• the Client is solely responsible for ensuring all call tracking and recording activities comply with the Privacy Act 1988 (Cth) and Telecommunications (Interception and Access) Act 1979 (Cth), including caller consent.

oa may suspend or disable call tracking services if the Client’s account is in arrears or in breach of this Agreement.

Cybersecurity and Data Protection

The Client acknowledges that maintaining the security of its website(s), hosting environment, and connected platforms is its sole responsibility.

oa will take reasonable precautions when accessing or managing Client systems but will not be liable for:

• unauthorised access, data loss, or corruption caused by third parties, malware, or hacking;
• issues arising from vulnerabilities in hosting providers, CMS platforms, or third-party integrations; or
• recovery or remediation costs resulting from such events.

The Client must maintain strong passwords, updated CMS software, and appropriate firewalls, SSL certificates, and backups unless otherwise covered by a separate hosting agreement.

Third-Party Content and Terms

The Services may include or depend on third-party content and Supplier terms. The Client’s use of such services is subject to those terms. oa may change suppliers without notice, and the Client is not entitled to a refund due to such changes.

Third-Party Access and Platform Control

Where oa creates or manages advertising, analytics, or tracking accounts (including Google Ads, Meta Ads, Google Analytics, or Tag Manager), oa retains administrative access and control during the term of this Agreement.

Ownership or administrative transfer will only occur once all outstanding invoices, media spend, and fees are paid in full.

oa is not liable for any account issues, suspensions, or data loss resulting from Client or third-party interference or unauthorised access.

Google Ads and Intellectual Property Ownership

Where oa provides Google Ads, Bing Ads, or other paid advertising services, the Client acknowledges and agrees that all intellectual property created, developed, or used by oa in the course of providing these Services — including but not limited to campaign structures, keyword data, bidding methods, audience lists, ad copy variations, conversion tracking configurations, scripts, templates, and optimisation methodologies — remains the sole property of oa.
While the Client pays for access to these campaigns and the results generated during the term of this Agreement, such payment does not grant the Client ownership or ongoing usage rights to oa’s underlying intellectual property, data, or campaign methodologies.
Upon termination or non-renewal of this Agreement, oa retains the right to deactivate, archive, or remove access to any Google Ads, Bing Ads, or other advertising accounts, campaigns, or data structures built or managed under oa’s intellectual property.
The Client is not entitled to copy, replicate, or transfer oa’s campaign structures, bidding systems, or optimisation frameworks to another provider without prior written consent from oa.

Fees

The Client must pay all Fees in accordance with the Cover Sheet by the specified due date.
If payment is not made in full, oa may suspend or cancel Services until arrears are cleared.
Interest of 2.5% per month may be charged on overdue amounts, calculated daily.
A failed payment may incur an administration fee.

The minimum cost of the Agreement is all setup fees plus ongoing fees for the full term. Early termination by the Client or termination by oa for default will make all remaining fees immediately payable.

Annual Price Adjustment

Following the initial agreement period, unless otherwise negotiated in writing between the Client and their Account Manager,

Media Spend on Behalf of Client

Where oa pays media costs directly to third-party platforms such as Google, Bing, or Meta on behalf of the Client:

• oa acts only as a payment intermediary and assumes no responsibility for billing errors, performance, or account suspensions;
• media spend invoices are separate from service fees and must be paid within seven (7) days of invoice issue or as otherwise stated;
• unpaid media spend may result in immediate campaign suspension; and
• oa reserves the right to require prepayment or deposit for media spend where payment history is inconsistent.

The Client indemnifies oa for any loss, charge, or penalty incurred due to delayed reimbursement or non-payment of media spend.

Warranty, Liability, and Indemnity

Except as expressly stated, all warranties are excluded to the extent permitted by law. The Client warrants that it has conducted due diligence and provided accurate information to oa.

oa provides all Services and Supplier content “as is” and makes no guarantees as to uptime, availability, or performance.

Limitation on Consequential Damages

To the maximum extent permitted by law, oa shall not be liable for any indirect, incidental, or consequential loss or damage, including loss of profit, business interruption, reputational harm, or data loss, even if advised of the possibility of such loss.

Liability Cap

If oa is found liable under this Agreement, its total aggregate liability will not exceed the total fees paid by the Client to oa in the preceding 12-month period.

The Client indemnifies oa and its suppliers against all claims, losses, and damages arising from the Client’s breach of this Agreement, supplier terms, or any applicable law.

Confidentiality

Each party agrees to protect the other’s confidential information and use it only for the purposes of fulfilling this Agreement. oa may disclose client information to suppliers or contractors as necessary to deliver the Services.

Cancellation and Termination

The term of this Agreement is 12 months unless otherwise specified in the cover sheet. If the Client does not provide written notice to terminate at least a full month before expiry, the Agreement automatically renews for another 12-month term.

oa may terminate for non-payment, breach, unlawful use, or insolvency.Upon termination, oa may remove any materials or access created under the Services, and the Client remains liable for all outstanding amounts.

Miscellaneous

oa does not guarantee continuous Service operation or uptime. oa is not liable for interruptions caused by network outages, scheduled maintenance, or events beyond its control, including natural disasters or strikes.

This Agreement is governed by the laws of New South Wales, Australia. Any disputes must be resolved under NSW jurisdiction. This Agreement may be executed electronically. If any provision is found invalid or unenforceable, it will be read down or severed, and the remainder will continue in effect.