Terms & Conditions
The following terms and conditions (Terms) apply to all agreements entered into with P SQUARE GROUP PTY LTD and all Services provided by On Data ACN 645 039 818. The Services include, but are not limited to; the Website, social media pages, products and services sold, website optimisation services, website production, and online advertising services, as are outlined in our Proposal. (Proposal).
By using the Services, you agree to be legally bound by these Terms. In these Terms “we”, “us”, “our” and “On Data” refers to P SQUARE GROUP PTY LTD ACN 645 039 818.
Terms and Conditions
1.1 You agree and continue to agree to use the Services in a manner consistent with all applicable laws and regulations and in accordance with these Terms.
1.2 These Terms are incorporated into and are part of any Agreement with On Data signed by you or in the proposal form, confirmed by email.
Minimum Term, Renewal, and Termination
2.1 Services are renewed automatically on a month-by-month basis. Should you wish to terminate the Services, written notice is required at least 30 days prior to termination. A pro-rated invoice for the balance of the 30 days will be issued.
2.2 You must comply with these Terms at all times in your use of the Services. You will not engage in any conduct that restricts or inhibits any other person from using or enjoying the Services at the discretion of On Data. You agree to use the Services only for lawful purposes. You are prohibited from posting on or transmitting through the Services any unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, profane, hateful, racially, ethnically, or otherwise objectionable material of any kind, including, but not limited to; any material which encourages conduct that would constitute a criminal offence, give rise to civil liability or otherwise violate any applicable local, state, national or international law.
2.3 Subject always to Law, may elect to electronically monitor the Services for adherence to these Terms and may disclose to the extent permitted by law any content, records or electronic communication of any kind (i) to satisfy any law, regulation or authorised governmental request, (ii) if such disclosure is necessary to operate the Services, or (iii) to protect the rights or property of On Data or its partners.
2.4 On Data reserves the right to prohibit conduct, communication, or content that it deems in its discretion to be harmful to individual users or other third-party rights or to violate any applicable Law (Material Breach).
2.5 If you do not comply with these Terms and the breach cannot be remedied or is a Material Breach, On Data reserves the right to terminate the Agreement and your use of the Services at any time. In the case of any other breach of these Terms On Data reserves the right to terminate the Agreement if you do not remedy the breach within 30 days of receiving written notice from us specifying the breach and requiring you to remedy the breach. If we terminate the Agreement with you under this clause, you are not obligated to pay the Cancellation Fee.
3A. Digital Advertising Management (All Media Platforms such as Google Ad Accounts & Facebook Accounts)
3A.1 On Data will set up online advertising campaigns, and deliver paid traffic to your Website. If paid traffic cannot be delivered to the Website in question due to matters outside On Data’s control including the editorial policies of the search engines or advertising platforms regarding the acceptance of advertiser web properties, then we will notify you of the situation in writing. On Data is not to be held liable in this situation.
3A.2 Costs associated with media and clicks generated from running this service will be incurred directly by the customer.
3A.3 You must comply with the google ads guidelines, which can be found at https://support.google.com/adspolicy/answer/6008942.
3B. Upload of Content to Customer Websites
3B.1 On Data will upload optimised content and tags to your Website, where a web page is written in a language that our technicians are trained in. If a web page has been designed using languages that we are not skilled in, uploading of content will be the responsibility of the customer and/or their webmaster.
3B.2 Customers who provide On Data access to make changes to their Website do so with the understanding that On Data is not liable for any errors which may occur in these updates. On Data must make all website changes with full care and the skill expected of a professional provider of the Services. , The Client agrees to have a regular backup system in place, and by signing the Agreement with us you warrant that you have a regular and secure backup system in place. Where the Services include Website hosting by On Data, On Data must provide the backup and security services as specified in the Proposal.
3C. Website Design
3C.1 Website design services are provided as per your Proposal with On Data. An approximate timing schedule is provided at the time of the Proposal. Failure to provide assets, content, feedback or other items within the specified time will delay the setup of the Website.
3C.2 After the launch of a website, the client is responsible for backing up their Website on a regular basis. If requested to do so by the client, On Data will provide assistance to the client regarding set up of its website backup. On Data will take regular backups for websites hosted with us, however, we advise clients to take their own backups in addition. In the event that your Website goes down or encounters another error, and it is hosted on a website server other than the On Data server, we are not responsible for bringing your Website back online.
3C.3 Where plugins have been used within a website, or on a platform that requires version control, is it the responsibility of the client to manage and maintain these, once the Website is live. On Data will ensure all plugins and CMS versioning are up to date when the site is launched, however, ongoing, this is required by the client to manage. On Data offers services to help keep these up to date, should this not be an option to be maintained by the client. Where plugins have ongoing fees attached, it is also the client’s responsibility to ensure payment is current to ensure using that plugin’s service. On Data is not responsible for checking through each site and ensuring payments, plugins or CMS versions are up to date, once launched.
3D. Website Hosting Services
3D.1 On Data warrants that your uptime availability will be at least 99% except where the failure results from:
3D.2 sole right or remedy, a 100% percentage credit of the fees for the relevant Service in that month.
Service Credits are calculated against that month’s web hosting fees and charges only. You must request a Service Credit in writing via our email address [email protected]. All requests must be made within 30 days of the Uptime SLA breach occurring, and you must provide On Data with details of the breach claimed for verification purposes. If the breach is confirmed by On Data (based on On Data’s records obtained from its monitoring services) to have occurred, then On Data will, within 60 days of your request being received, apply the relevant Service Credit to your account. On Data will provide information regarding uptime and access to On Data’s records from its monitoring services as reasonably requested by the client from time to time to assist the client in monitoring uptime performance.
3D.3 You will not be entitled to receive a Service Credit if, at the date of your request for a Service Credit, you are in breach of any of your obligations under your Agreement and these Terms and Conditions, including the obligation to pay Fees.
3D.4 You will be entitled to make only 1 claim for a Service Credit per month.
3E. Email setup
3E.1 On Data will provide limited assistance in the setup of your email addresses via a selected third party. Instructions will be provided on the setup of the email access on your desktop and mobile devices in a single email client. Any further support regarding the setup or ongoing usage of your email will be provided via the third party, or can be requested from On Data to be charged at our hourly rate.
3F. Search Engine Optimisation (SEO)
3F.1 On Data will undertake the optimisation of your Website as per best-practise techniques used in the industry.
3F.2 Although we are the specialists in the industry, you agree and understand that SEO does not provide any guaranteed results and that results can vary based on your Website history, industry, and many more factors. You agree to release us and any employee, owner, or director of On Data from being liable for any damages, cost, or loss of business due to any incidents and/or issues relating to any search engine’s actions.
3F.3 Websites which fail to comply with the following guidelines are excluded from any expectations which may have been set with respect to the SEO results:
3G. Website Content Maintenance
3G.1 Adhoc website maintenance, including content updates is charged at our then current hourly rates with a one (1) hour minimum and has a five (5) business day turnaround time. Website maintenance packages will have content changes administered 1-2 Business Days after requested. However, at times work will be completed in a faster manner through our ticketing system.
Suspension or cancellation of Services
4.1 You expressly and irrevocably agree that we reserve the right to suspend or cancel any or all
4.2 If your account is cancelled under this clause:
Customer Service Policy
5.1 On Data provides proactive account management, as well as a number of reporting tools, in order for clients to view the progress of their campaigns. Email and telephone support will be provided for any queries which are in direct relation to your digital marketing campaigns with On Data. Additional support or consultation services can be purchased if required.
Pricing and Billing
6.1 All quoted prices are in Australian dollars and exclude GST unless otherwise noted. Tax invoices will be sent upon payment.
6.2 You acknowledge and agree that On Data may change its pricing structure at any time after the expiry of the first 6 months of the term of this Agreement.
6.3 On Data reserves the right to employ the services of a debt collector in the event that any Fees remain unpaid 30 days after they were due. We reserve the right to recover any costs associated with recovering this debt.
6.4 On Data reserves the right to amend pricing in the Agreement if errors have been made.
6.5 Our standard payment terms are 7 days from the date of invoice unless otherwise agreed
Warranty disclaimers and representations
7.1 You expressly agree that use of the On Data Services is at your sole risk. The On Data Services are provided on an “as-is” and “as-available” basis. On Data expressly disclaims all warranties of any kind, express or implied, including without limitation any warranty of merchantability, fitness for a particular purpose or non-infringement. Notwithstanding any other provisions of these terms and conditions, where legislation implies any condition or warranty, and that legislation prohibits us from excluding or modifying the application of, or our liability under, any such condition or warranty, that condition or warranty will be deemed included but our liability will be limited for a breach of that condition or warranty to one or more of the following: (a) if the breach relates to goods, (i) the replacement of the goods or the supply of equivalent goods, (ii) the repair of such goods, (iii) the payment of the cost of replacing the goods or of acquiring equivalent goods or (iv) the payment of the cost of having the goods repaired; and (b) if the breach relates to services, (i) the supplying of the services again or (ii) the payment of the cost of having the services supplied again.
7.1.1 You expressly agree that upon delivery and launch of any website built by On Data, you will notify us of any required changes as soon as possible and in any event by no later than 30 days after the delivery and launch date. On Data will consider, in good faith, whether changes notified within this period will be made by On Data at no additional cost to any provided full website build quotation. It is entirely at On Data’s discretion as to whether these changes can be provided within the quoted cost of the Website or should be charged at our hourly rate, upon which GST will be charged in addition. Any changes or additions requested beyond the range of this 30 day period will be charged at our hourly rate, upon which GST will be charged in addition.
7.2 On Data is not responsible for URLs dropped or excluded for any reason.
7.3 On Data does not represent, warrant, or guarantee that your URLs will achieve a favourable position or any position. We cannot control or guarantee which, if any, search engines will accept the submission of your site. On Data will not be responsible for delays or failure of performance resulting from internet service provider delivery problems or failure, or any communication or delivery problems associated with the customer’s order details, such as incorrect email address or URL address.
7.4 Please note that On Data (a Google AdWords Certified Company) is not directly affiliated with Google™. No Google™ related services, claims, and guarantees are performed and underwritten by On Data.
8.1 Notwithstanding the security precautions taken against disclosure of information, there are certain conditions that exist on the Internet generally which are outside On Data’s control and could result in a breach of security. You hereby expressly waive any claim against On Data arising out of the loss of data through corruption, piracy, and breach of security or for any other reason outside On Data’s reasonable control.
Liability and Indemnification9.1 To the maximum extent allowed by Law, On Data and any of its parents, members, subsidiaries, affiliates, service providers, licensors, officers, directors or employees shall not be liable for any direct, indirect, special, incidental or consequential damages (no matter how they arose, including negligence), or for interrupted communications, lost data or lost profits, arising out of or in connection with the Services or because the Services are not operational or accessible.
9.2 You will at all times indemnify and hold harmless On Data and its officers, employees and agents (those indemnified) from and against any loss (including legal costs and expenses) or liability incurred or suffered by any of those indemnified arising from any proceedings against those indemnified where such loss or liability was caused by:
(a) a breach by you of your obligations under the Agreement or these Terms;
(b) any misuse of the Services by you or any of your customers or any third party related to you;
(c) any wilful, unlawful or negligent act or omission of you, or
(d) any infringement by you of any third party’s intellectual property rights.
9.3 Each indemnity under these Terms is a continuing indemnity and will constitute a separate and independent obligation of you from your other obligations under the Agreement or these Terms and will survive the completion and termination of the Agreement.
Copyright10.1 Copyright in the On Data website (including text, graphics, logos, icons, sound recordings and software) is owned or licensed by us. Other than for the purposes of, and subject to the conditions prescribed under, the Copyright Act 1968 (Cth) and similar legislation which applies in your location, and except as expressly authorised by these terms and conditions, you may not in any form or by any means:
(a) adapt, reproduce, store, distribute, print, display, perform, publish or create derivative works from any part of this Website; or
(b) commercialise any information, products or services obtained from any part of this Website without our written permission.
Use of Intellectual Property11.1 You acknowledge that all intellectual property of On Data such as trademarks, trade names, patents, registered designs and any other form of intellectual property rights derived from the Services or any other material or services as may be provided by On Data (On Data IP) remains the property of On Data. All intellectual property rights in the Website, including the website design and content, other than the On Data IP, will vest in the client.
11.2 You warrant that you are entitled to use any intellectual property used by you in relation to the Services, including content provided to On Data to display on your Website.
11.3 You indemnify and will at all times keep On Data indemnified against any action, claim, suit or demand, including a claim, suit or demand for or liability to pay compensation or damages and costs or expenses arising out of or in respect of any breach of any third party’s intellectual property rights.
11.4 You must immediately notify On Data of any claim, demand, threat or notice of proceedings against you relating to any breach of intellectual property rights.
11.5 If you use any of our trademarks in reference to our Services, you must include a statement attributing that trade mark to us. You must not use any of our trademarks:
(a) in or as the whole or part of your own trademarks;
(b) in connection with activities, products or services which are not ours;
(c) in a manner which may be confusing, misleading or deceptive;
(d) in a manner that disparages us or our information, products or services (including this Website).
Privacy and Confidentiality12.1 Some of our Services may contain links to other websites (“linked websites”) which are not owned or operated by On Data. Those links are provided for convenience only and may not remain current or be maintained. We are not responsible for the content or the terms and conditions and privacy practices associated with linked websites.
12.2 Our links with linked websites should not be construed as an endorsement, approval or recommendation by us of the owners or operators of those linked websites, or of any information, graphics, materials, products or services referred to or contained on those linked websites, unless and to the extent stipulated to the contrary.
Partner Referral Arrangements14.1 If you have been introduced to On Data via a third party reseller, some information may be shared with these partners including you email, name and products purchased for reporting purposes.
General Provisions15.1 Access to our Services may be terminated by us with a 30 day period. Our disclaimers will nevertheless survive any such termination.
15.2 These Terms will take effect and be construed in all respects in accordance with the laws of the State of Western Australia. The parties irrevocably submit to the jurisdiction of Western Australia for all proceedings arising in connection with these Terms.
(a) All notices, requests, demands, waivers, consents, and other communications, given by one party to another under this Agreement must be in writing and must be: (i) delivered by courier; (ii) sent by pre-paid mail; (iii) sent by facsimile; or (iv) sent by email, to that party at the address set out in this Agreement, or to any other address of which the relevant party has advised the other party by written notice from time to time.
15.6 In these Terms, the following terms have the following meanings:
(a) ‘Business Day’ means any day other than a day gazetted as a public holiday in Perth, Western Australia.
(b) “Law” means the common law and the provisions of any statute, rule, regulation, proclamation, ordinance or by-law, present or future, whether state, federal or otherwise.