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Terms & Conditions

1. DEFINITIONS AND INTERPRETATION

1.1 DEFINITIONS

  • “Agreement” means the agreement which is governed by these Terms and Conditions.
  • “Associated Documents” means any documents created by Roo IT Services on the reading of which contains terms which relate to the relationship between Roo IT Services and its Customer.
  • “Customer” means the person who engages the Services of Roo IT Services pursuant to the Agreement and any other person deemed to be a Customer pursuant to these Terms and Conditions.
  • “Period” means the duration of the Agreement which is twelve months unless otherwise stated in the Customer proposal.
  • “PPC Services” means pay per click services and products such as Google Ads, Facebook, Bing that Roo IT Services may manage on behalf of the Customer, the Terms of which are governed by the PPC Terms attached hereto (Attachment A).
  • “Roo IT Services” means Roo IT Services Pty Ltd, which expression shall include the members, officers, employees, affiliates and permitted agents and subcontractors engaged from time to time by Roo IT Services to provide the services.
  • “Services” means all services of the type and nature as described in these Terms and Conditions, Customer Proposal, Corresponding Emails, Schedule to Customer Proposal, and Associated Documents provided by Roo IT Services to the Customer.
  • “Service Fee” means the specified rate, price or lump sum amount for the performance of each item of the Services as adjusted in accordance with the Agreement.
  • “Terms and Conditions” means the terms and conditions set out in this document.
  • “Website” means those of the Customer’s website or websites which specifically are to be the subject of the Services (Attachment B).

1.2 INTERPRETATION

  • (a) The singular includes the plural and vice versa.
  • (b) References to a person include a corporation, firm, company, partnership, joint venture, unincorporated body of persons, or individual, whether or not a separate legal entity.

2. AGREEMENT

2.1 The Customer is deemed to have accepted the Terms and Conditions by placing an order with Roo IT Services or instructing Roo IT Services to provide the Services after:

  • (a) Roo IT Services’ Terms and Conditions are received by the Customer; or
  • (b) The availability of Roo IT Services’ Terms and Conditions on Roo IT Services’ website is brought to the notice of the Customer in the Customer Proposal or otherwise.

3. CUSTOMER’S RESPONSIBILITIES

3.1 The Customer will provide in a timely fashion all information, access to third parties as reasonably required, and access to the Website to enable Roo IT Services to change and modify the Website to enable Roo IT Services to provide the Services.

3.2 If the Customer is not the registered proprietor of the domain name of the Website, the Customer warrants that it is authorised to contract on behalf of the registered proprietor, and both the Customer and the registered proprietor are jointly and severally liable for the obligations of the Customer under the Terms and Conditions.

3.3 The Customer will notify Roo IT Services in writing within 14 days prior to any proposed change in the legal entity, structure, management, change, control of the Customer’s business, or change of the registered proprietor of the domain name of the Website. The Customer will remain liable under the Agreement unless released in writing by Roo IT Services.

4. PERFORMANCE LEVELS

4.1 Roo IT Services will provide its Services on information supplied to it about the Customer’s business. However, the Customer acknowledges that Roo IT Services cannot guarantee an improvement in rankings, traffic, sales, business activity, profit, or any other form of improvement. Roo IT Services cannot accept responsibility for any loss or damage, including consequential loss, arising from its Services.

4.2 Roo IT Services will endeavour to ensure that any development/design site or application will function correctly on the server on which it is initially installed when viewed with the latest version of the web browsing software Microsoft Edge, Mozilla browsers, or Chrome browsers. Roo IT Services can offer no guarantees of the correct functioning with all browsers.

5. LIABILITY

5.1 Roo IT Services shall not be liable to the Customer for any direct, indirect, economic, special, punitive, incidental, or consequential loss or damage (whether for loss of profits, loss of business, revenue, data, goodwill, or otherwise) suffered by the Customer which arises out of or in connection with the provision of the Services or any liability of the Customer.

5.2 The entire financial liability of Roo IT Services (including any liability for the acts or omissions of its members, officers, employees, affiliates, and permitted agents and subcontractors) to the Customer in connection with the provision of Services in respect of any direct loss (or any other loss to the extent that such loss is not excluded by Clause 5.1 above or otherwise) whether such claim arises in contract, tort, misrepresentation, or otherwise shall not exceed a sum equal to the fees paid for the Services.

5.3 Roo IT Services accepts no duty of care or other liability in respect of its Services to any person other than the Customer.

5.4 Roo IT Services reserves the right to refuse to handle in any way material which may be deemed offensive, illegal, or in any way controversial, and also to terminate any free hosting service should the necessity arise, and Roo IT Services reserves the right to refuse to use, incorporate, or implement any material of a copyrighted or other legally protected nature unless adequate proof is given of permission to use such material.

6. INTELLECTUAL PROPERTY AND COPYRIGHT

6.1 Intellectual property rights in all documentation, systems, design, materials, methodologies, and processes created in the course of providing Services to the Customer shall remain the property of Roo IT Services.

6.2 Any scripts, CGI applications, or software (unless specifically agreed) written by Roo IT Services remain the copyright of Roo IT Services and may only be commercially reproduced or resold with the permission of Roo IT Services.

6.3 At the conclusion of Roo IT Services to the Customer, the Customer may request Roo IT Services to hand over customer data it has in its possession; however, Roo IT Services will not release access to the account and set-up which remains the intellectual property of Roo IT Services.

7. FEES AND PAYMENT

7.1 Unless specifically agreed otherwise, upon acceptance of the Terms and Conditions the Customer is liable to pay the total amount in advance for Roo IT Services’ Services.

7.2 In the event that the Customer fails to make payment of Roo IT Services invoices, without prejudice to any other rights Roo IT Services has, Roo IT Services retains the right to charge interest at the rate of 2% per month accruing on a daily basis on any outstanding amount, and the Customer indemnifies Roo IT Services against all costs and expenses arising from such default including legal costs.

7.3 All Roo IT Services charges will be deducted against the credit card or account the Customer designates in the executed Credit Card Authority or Direct Debit authority, such deduction being made 7 days from issue of a tax invoice to the Customer. The Customer agrees that Roo IT Services may charge the credit card or direct debit for any additional amounts (including taxes and late fees, as applicable) as may be accrued in connection with Roo IT Services’ charges.

7.4 Goods & services tax (GST) at the prevailing rate will be added to and forms part of our fees.

8. PAUSE

8.1 To pause a service requires acknowledgement and approval by a senior manager, other than the account manager, at Roo IT Services.

8.2 A pause in services by Roo IT Services will be no longer than a 2-month period unless agreed otherwise.

8.3 All other Terms and Conditions of this agreement remain the same.

9. TERMINATION

9.1 Subject to clause 9.2, both Roo IT Services and the Customer may each terminate the Agreement at the expiration of the Period by giving written notice of its intention to do so at least 30 days before the end of the Period. If neither party gives notice of intention to terminate, the Agreement will continue from month to month until terminated by either party on one month’s notice. The Customer must pay Roo IT Services the sum of all monies due and payable but unpaid which includes any balance of a lump sum amount.

9.2 Roo IT Services may give the Customer written notice of variation of the Agreement (including the fees and charges of Roo IT Services) and the variation(s) will take effect 14 days after such notice is given but never any earlier than the expiration of the Period of the Agreement. If notice of variation is given, the Customer may terminate the Agreement by giving written notice to Roo IT Services within 14 days of receiving notice of variation, such termination to take effect when the variation would have taken effect save for the termination by the Customer. The Customer must pay Roo IT Services the sum of all monies due and payable but unpaid which includes any balance of a lump sum amount.

9.3 Roo IT Services may terminate the Agreement immediately by written notice to the Customer where the Customer:

  • (a) becomes bankrupt, or insolvent, or becomes subject to external administration, or
  • (b) commits a substantial breach or default under the Agreement; or
  • (c) repudiates the Agreement; and if Roo IT Services does give such notice, the Customer must pay Roo IT Services the sum of all monies due and payable but unpaid which includes any balance of a lump sum amount.

9.4 Roo IT Services retains its right over all things pertaining to your matter until all invoices have been paid in full.

10. PRIVACY

10.1 The Customer agrees that the Customer’s personal data may be used and retained by Roo IT Services for the purposes of both provision and marketing of goods & services, and also for processing of payment instructions.

11. EXCLUSIVITY

11.1 Unless otherwise agreed, Roo IT Services will not be prevented or restricted from providing services to other clients, including but not limited to your competitors or other parties whose interests may be in conflict with yours, provided we do not disclose your confidential information.

12. COMMUNICATION

12.1 The Customer authorises Roo IT Services, and Roo IT Services is able to communicate electronically using electronic mail.

13. GENERAL

13.1 These Terms and Conditions shall be governed by, performed under, and construed in accordance with the laws of the State of Victoria, and the parties hereto agree to submit to the non-exclusive jurisdiction of the courts of Victoria.

13.2 If any provision or any part of a provision of these Terms and Conditions is held invalid, unenforceable, or illegal for any reason, these Terms and Conditions shall remain otherwise in full force apart from such provision or such part of a provision which shall be deleted.

13.3 Roo IT Services can assign its rights under the Agreement upon the provision of 30 days written notice to the Customer. The Customer cannot assign its rights under the Agreement without the express written consent of Roo IT Services.

14. FORCE MAJEURE

14.1 Roo IT Services will not be liable to the Customer for any delay or failure to fulfil its obligation to the extent that such delay or failure is caused beyond its control, including but not limited to, fire, floods, natural disasters, terrorism, wars, strikes, lockouts, and industrial disputes.

APPENDIX A: PPC TERMS

This schedule provides additional specific terms and conditions for the provision of PPC Services by Roo IT Services. Where the terms and conditions in this Schedule are in conflict with any other terms, the terms and conditions in this schedule will prevail.

TERM

1.1 The duration of the Agreement is twelve months unless otherwise stated in the Customer proposal.

FEES

2.1 The fee for PPC Services is stated in the Customer Proposal as a base monthly fee plus GST payable in advance.

2.2 The first monthly fee plus GST is payable on setting up the account and payable monthly thereafter.

2.3 Monthly fees will be calculated as the base monthly fee stated in the Customer Proposal plus GST per month or a specific percentage of the total media spend, whichever is greater. Adjustments for amounts greater than the monthly fee will be made at the end of each month and be payable on the next invoice issued to the Customer.

GOOGLE ADS

3.1 Roo IT Services will offer a managed Google Ads service with the following provisions:

  • (a) Roo IT Services will setup a new Google Ads account for the Customer.
  • (b) Roo IT Services will have sole access and retain ownership of the new Google Ads account and any associated products such as landing pages.
  • (c) Roo IT Services will provide the Customer via Google Analytics with access 24/7 to reporting and campaign data.
  • (d) Roo IT Services will endeavour to spend the predetermined Google media budget each month. Roo IT Services will not be liable for any under or overspend.
  • (e) The Customer is liable for all Google Ads charges generated from the Google Ads account.

PAYMENT

4.1 All fees are payable monthly in advance.

4.2 All fees including Click costs payable to Google shall be paid by the Customer either by:

  • (a) the provision of a credit card by the Customer to Roo IT Services that can be used to pay Google media spend directly to Google up to a defined spending budget as confirmed by the Customer together with the fees of Roo IT Services; or
  • (b) the Customer accepts a billing cycle one month in advance of the month where the spend is applicable and makes payment before the invoice due date into the Roo IT Services bank account before Roo IT Services makes payment to Google. Roo IT Services will raise an invoice for the media spend and GST and be responsible for paying Google for the media spend due from the pre-deposited amount.

TERMINATION

5.1 Refer to Section 9 of the Terms and Conditions.

APPENDIX B: WEBSITE TERMS

Roo IT Services reserves the right to recover additional costs for any work carried out under the following circumstances:

1.1 If the scope changes to the extent that substantially alters the specifications in the proposal, including but not limited to:

  • (a) Additional pages and features
  • (b) Changes to functionality
  • (c) Uploading of additional products, images & content
  • (d) Professional photography and video content
  • (e) Generation and editing of content
  • (f) SEO Migration
  • (g) Plugin updates, site core updates, and security updates.

1.2 Subsequent changes to appearance & layout after finalised and approved by the customer.

1.3 Delays by the customer in providing Roo IT Services with required information and content.

1.4 After the website is handed over to the customer, any further work carried out by Roo IT Services at the customer’s request.

1.5 Issues identified 30 days after the website goes live, which are unlikely to be due to the original site coding and/or design.

Roo IT Services’ rate for additional work will be charged at $220 per hour.

Ready to go to the next level?

Are you ready to find out if Roo IT Services can help your business grow? Or maybe you have a few questions about who we are and what we do? Either way, we’re happy to have a chat.

Get in touch

Phone: +61 484 903 742
Email: info@rooITservices.com.au

Roo IT Services acknowledges Aboriginal and Torres Strait Islander People as the Traditional Custodians of this land.