ONLINE MARKETING PRODUCT TERMS
Online marketing solutions is provided by Vaxtra’s group members with headquarters as Vaxtra Pty Ltd ACN 154 337 970, pursuant to the General Terms and the Product Terms set out below. We may revise these terms and conditions at any time by updating this posting. You should check this Website from time to time to review the then current terms and conditions, because they are binding on you.
1 DEFINITIONS
In addition to the definitions set out in clause 1 of the General Terms, the following definitions also apply to these Product Terms:
End User Licence Agreement (“EULA”) means the terms and conditions governing the use of the software specified in a SOW or if none are specified, the EULA available at www.vaxtra.com
Use means to load, copy, store, transmit or run.
2 APPOINTMENT
2.1 All quotations are valid only for a period of thirty (30) days and Vaxtra may, in its discretion, refuse any purported acceptance by the Client which occurs after that time.
2.2 The Client agrees to obtain the Services exclusively from Vaxtra during the Term.
2.3 Vaxtra will provide the Services in accordance with the Agreement.
3 SOFTWARE USE
3.1 Where the Services include Client access to Vaxtra or third party software applications, the Client acknowledges and agrees that its use of such applications is subject to the terms and conditions set out in the applicable EULA. The EULA terms and conditions are incorporated herein by reference and Client Use of any software applications will constitute acceptance of the EULA.
4 SERVICE LIMITATIONS
4.1 Where the Services include search engine optimisation services, Vaxtra does not represent, warrant, or guarantee that the Client URLs will achieve a favourable position, or any position, within search engines. Vaxtra cannot control or guarantee which, if any, search engines will improve the rankings, or even accept inclusion of the site; nor shall Vaxtra be responsible for URLs dropped or excluded.
4.2 Where the Services include data analytics and reporting services by Vaxtra or the provision of data to the Client for its own performance-tracking or other analytics purposes, the Client acknowledges that there is no guarantee of 100% accurate analytical prediction, and that the outcomes are subject to the type and quality of data supplied to Vaxtra.
4.3 Where the Services include outbound email and SMS communications, the Client acknowledges that Vaxtra cannot guarantee or control the delivery or the rate of delivery of these services, which
(i) in the case of emails, are dependent upon accurate and up to date email addresses, upon suitable internet availability and connectivity, on various anti-spam and junk mail policies adopted by recipient email service providers as well as restrictions regarding the content, wording and graphics on the receiving server; and
(ii) in the case of SMS, are dependent upon suitable network coverage and any content or size restrictions set by third party carriers or SMS recipients.
4.4 The Client understands that from time to time a third party supplier, including a carrier, on whom Vaxtra is reliant in the provision of all or part of the Services, may lawfully modify their terms of supply of infrastructure or other matters required by Vaxtra and the Client agrees to modify the terms of this Agreement to the extent necessary to accommodate corresponding changes due to the amendment to those third party supply terms. If this occurs Vaxtra will notify the Client in writing as soon as practicably possible after it has been notified by the third party supplier. Vaxtra is not liable for any failure to deliver Services which occurs as a result of any such change including, but not limited to, a change in the technical capabilities of a telecommunications carrier. Where the modification has a material impact on the Services, the Client may terminate the Agreement by providing 30 days written notice without liability on either party except as expressly provided under clause 11.2 (Termination) of the General Terms unless otherwise provided in the SOW.
5 CLIENT OBLIGATIONS
5.1 The Client must not use or direct Vaxtra to use Services to send any unsolicited electronic communication to a person in breach of the Spam Act 2003 (Cth) or to breach any other Law, or to:
(a) send anonymous communications;
(b) communicate with someone who has asked the Client to cease communicating;
(c) engage in any form of harassment or offensive behaviour; or
(d) infringe the privacy rights, property rights, or any other rights of any person.
5.2 The Client is responsible for the accuracy, quality and standard of Client Materials provided to Vaxtra for use in the provision of the Services. The Client must ensure that any Client Materials comply with any applicable content guidelines of telecommunication carriers or Vaxtra guidelines which are provided to the Client.
6 DELAYS
6.1 Client will be liable to Vaxtra for all direct and indirect costs reasonably incurred by Vaxtra by reason of any delay, or, variation of work (unless otherwise addressed under a Change Request) arising from any act or omission by the Client, its employees, agents or contractors (other than Vaxtra). These costs include, but are not limited to:
(a) any cancellation charges payable to our subcontractors; and
(b) the costs of materials and goods ordered to provide the Services for which Vaxtra has paid or is legally bound to pay.
7 CONSEQUENCES OF TERMINATION
Except as expressly provided, upon the expiry or earlier termination of a SOW all software licences granted by Vaxtra to the Client shall terminate immediately and the Client will comply with any and all reasonable instructions of Vaxtra in relation to the termination of licences applicable to any software applications.
8 NON-SOLICITATION
Except with Vaxtra’s prior written consent, Client must not, during the Term and for a period of twelve (12) months after the expiration of the Term, solicit, interfere with or endeavour to entice away any personnel of Vaxtra or any Vaxtra Affiliate, or counsel, procure or assist any person to do those things. Consent may be granted by Vaxtra in its absolute discretion and may be subject to a finder’s fee as specified in an SOW or otherwise agreed in writing by the parties.