Cube Online Pty. Ltd.

Terms & Conditions

 

Section A - Standard Terms

1               Introduction

This Agreement sets out the terms and conditions (“Terms”) of how to use our website, including the materials contained within it, dashboards or platforms, software and other business products (collectively “Services”).

2               Definitions and Interpretation

1.    

2.    

2.1     In these Terms, unless the context otherwise requires, the following expressions have the following meanings:

‘Agreement’ means this Agreement for access and use of the Services as set out in these Terms, along with schedules, addendums and any other terms incorporated by reference.

‘Contact Details’ means the contact and billing-related details provided by Client to Cube from time to time, for Cube to use to invoice the Fees for the Services and to communicate with Client in connection to the Agreement and Services.

‘Client Content’ means any content entered by Client or their Customers, or with Client authority into the website or software when utilising the Services.

‘Confidential Information’ means any information disclosed by either Party to the other Party, either directly or indirectly that relates to a client or customer of the other Party, know how, trade secrets, ideas, concepts, product information and marketing information owned or used by a Party; information which is designated by either Party as confidential and information which, by its nature or by the circumstances of its disclosure, is or could be reasonably be expected to be regarded as confidential to a Party, or any third party with whose consent or approval the other Party uses that information. Confidential Information does not include information that was rightfully known to either Party or in its possession or control prior to this Agreement and which is not subject to an obligation or confidentiality; is public knowledge (other than as a result of a breach) or is independently developed by either Party without the use of confidential information.

‘Customer’ means Client’s customers that may have access to Cube software Services as part as of the supply of Services.

‘GST’ means as defined in A New Tax System (Goods and Services Tax) Act 1999.

‘Intellectual Property Rights’ means all present and future rights in or to any copyright, database, patent, design, utility model, trademark (including any rights in get up or trade dress), brand name, service mark, trade name, domain name, business name, eligible layout right, chip topography right, plant breeder's right, know-how, trade secret, confidential information, and any other rights of a proprietary nature in or to the results of intellectual activity in the industrial, commercial, scientific, literary, or artistic fields, whether registered, registrable, patentable, or not and wherever existing in the world, including all renewals, extensions, and revivals of, and all rights to apply for, any of the foregoing rights.

‘Location’ means the Client’s business location registered for the Services that is to be profiled through the Services.

‘Reactivation Fee’ means the fee incurred when an account, after closure or suspension of a Service in accordance with these Terms requires reactivation and is payable by Client to Cube.

‘Service Schedule’ means a schedule that forms part of this Agreement that details the Services provided By Cube to Client.

‘Services’ means the website and software to create online business listings, reputation management, social media posting and scheduling tools, webchat, SMS/email marketing, referral management services, Websites as a service, Google advertising management, content creation and other services, software or products made available by Cube from time to time.

‘Set-up Fees’ means the fee, if any, for the set-up and creation of a particular Service.

‘Subscription Fee’ means the monthly fee payable by Client to Cube for supply of the Services.

‘Tax’ means any duty, customs fee or tax (other than a Party’s income tax) associated with the supplies made under the Agreement, including any penalty rates or interest.

‘User’ means any person or entity, that Client authorises to use the Services that Cube provides

‘Commencement Date’ means the date on which Cube has processed the Client’s registration details for the Services outlined in the Service Schedule, and after execution of an Agreement with Us, either in written form or by verbal recording.

2.2    All references to a statutory provision shall be construed as including references to:

a.       Any statutory modification, consolidation or re-enactment;

b.       All statutory instruments or order made pursuant to it; and

c.       Any statutory provision of which it is a modification, consolidation, or re-enactment.

2.3    Except where the content otherwise requires:

a.       Words denoting the singular include the plural and vice versa;

b.       Words denoting any gender include all genders; and

c.       Words denoting persons include businesses, firms, companies, corporations and vice versa.

2.4    Any words following the terms “including”, “include”, “In particular”, “for example” or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

3               Agreement Term, Renewal and Termination

(a)        This Agreement commences on the “Commencement Date” and continues until terminated under clause 21 of this Part A.

(b)        This Agreement will automatically renew for a further 12-month period (“Agreement Term”) at each anniversary of the Commencement Date unless you have cancelled subject to clause 3(c) below.

(c)        You may request to cancel within 90 days of the renewal date, but no later than 30 days before the end of the term of the Agreement (“Notice Period”) to allow us time to administer the cancellation request. You do not have the right to terminate your agreement for convenience unless you pay the remainder of the fees due under your current agreement. For example, if You cancel with 4 months remaining in the term of the Agreement, You must pay to Us the Subscription Fees for those 4 months in accordance with the payment terms of the Agreement.

(d)        The individual who executed this Agreement on behalf of the Client must be the person to contact Cube to terminate the Agreement. If such person is no longer the owner or employee of the business, then only their replacement may make the termination request.

4               Agreement Parts

(a)        This Agreement comprises;

(i)         Part A Standard Terms;

(ii)        Part B each Service Schedule;

(iii)       Part C each executed Product Addendum; and

(iv)       any document referred to in one of the above documents that is incorporated by reference.

5               Appointment

(a)        From the Commencement Date, Client engages Cube on a non-exclusive basis to provide Services to Client on the terms of this Agreement.  Cube may provide services to other companies or businesses the same as or similar to those provided to the Client.

(b)        Details of the Services will be agreed in the Part B Schedules of this Agreement; Fees are outlined under the “service schedule” and where there are additional terms for certain products, these shall be agreed in a Part D Product Addendum.

(c)        The Parties will have their authorised representatives sign the completed Schedules and Addendums and these signed documents form part of this Agreement.

6               Relationship

(a)        Client engages Cube under clause 5(a) of this Part A to provide the Services on the basis that:

(i)         Cube is only a service provider to Client (and has not been engaged in any other capacity);

(ii)        Cube must use its own skill and judgement to determine how to provide the Services, including deciding whether or not to use any employees, contractors, third-party service providers or other Personnel in providing the Services;

(iii)       The Parties are responsible for obtaining their own independent legal, tax, accounting and financial advice on how each Party structures and conducts its own business, including with respect to the engagement of Cube by Client; and

(iv)       Client has not relied on any representations made or advice provided by Cube when entering into this Agreement, other than as provided in this Agreement.

(b)        Each Party acknowledges that the Parties to this Agreement are independent Parties and nothing in this Agreement constitutes either Party as the trustee, fiduciary, agent, employee, partner or joint venturer of the other Party.

(c)        Neither Party may bind the other Party to any Agreement or obligation with or liability to a third party.

7               Information is general

All information within our Services, including the software itself, is general information only; it has not been created or adapted to the particular needs, objectives or circumstances of any person or entity.

8               License

Cube grants Client a non-exclusive, revocable, non-sublicensable, non-transferable license to use Cube Services in accordance with this Agreement between the Parties. Client may use the Services for internal business purposes only and only in the manner permitted by this Agreement. All other uses of Cube Services are prohibited without Cube’s written consent.      

9               Client Use, Responsibilities and Obligations

In engaging Cube to provide the Services, Client agrees that:

(a)        Client is solely responsible for all access and use of the Services using usernames, passwords and other login details associated with Client account for the services, whether Client authorised the activity or not.

(b)        Client must ensure that each User only accesses and uses the Services as permitted by these Terms as part of this Agreement.

(c)        Client must ensure that the Services are only accessed and used in relation to the Location and for no other purpose or other business location. This right is not transferable.

(d)        Client must ensure that the Contact Details, Client Data and all other details provided to Cube about your business and the Location are correct, complete and up to date.

(e)        Client is solely responsible for maintaining their own internet access, IT infrastructure and all other technology, communication, social media accounts and other matters needed in order to access and use the Services.

(f)         Client is responsible for the security and confidentiality of all usernames and passwords used to access the Services and immediately notify Cube of any unauthorised use of your account or any other breach of security.

(g)        Client understands that their on-boarding and training session has been booked with a Cube Online representative on (agent to confirm date). Our onboarding and implementation process is 2 hours over 4-6 weeks. Your second session will be booked at the end of your first call.

(h)        Client understands that for all ongoing email communication to include [email protected] and direct phone calls to 1300 423 618.

(i)         Client understands that in order to leave a Google review they will need a registered Google account, the same principle applies for Facebook and most third-party review sites.

(j)         Client understands that in order to access analytical reports you will need to connect your Google and/or Facebook accounts to our software.

(k)        Client understands that Google Guidelines clearly states no business can make promises of guaranteed Ranking positions.

(l)         Client understands that we are going to register a mobile phone number on behalf of your business, in order to do this, we will need a copy of your business registration and a utility bill or equivalent that are in the name of the business.

(m)      (For Clients signed up to VA-PULL Service only) Client understands that for the VA Pull service  to be provided you will be required to provide us with login credentials to your CRM. This process involves a person logging into your CRM, downloading a report that will include your relevant customer’s name, email address & phone number and then uploading this to the Birdeye platform. The VA-PULL will be performed weekly as a default although can be adjusted to be performed every 48hrs at your request.

(n)        Client agrees that they will not do any of the following while using or accessing the Services:

                                                                  i.            undermine, or attempt to undermine the security or integrity of Cube products, Services or computing systems, including those that are hosted by a third-party;

                                                                 ii.            misuse or use, or attempt to use or misuse the Services in any way which may impair the functionality of the Services;

                                                               iii.            gain or attempt to gain unauthorised access to any materials or Services other than those to which you have been given express permission to access;

                                                               iv.            modify, copy, adapt, reproduce, or reverse engineer any computer programs or materials used to deliver the Services or attempt to do any such activity;

                                                                v.            access, post, submit any text, graphics, images, software or any other material that infringes, misappropriates or violates the patent, copyright, trademark, trade secret or moral rights or other intellectual property rights of another person or entity;

                                                               vi.            access, post, submit any materials that violate any applicable law or regulation such as material that is fraudulent, false, misleading or deceptive or is deemed defamatory, obscene, vulgar, offensive, racist, bigoted or which promotes violence or illegal activity;

                                                             vii.            collect or store any personally identifiable information on the Services from Customers or Users without their express permission; or

                                                            viii.            Encourage or enable any individual to do any of the foregoing.

10           Confidentiality

(a)        The Parties agree to preserve the confidential nature pf the other Party’s Confidential Information by retaining and using the Confidential Information in trust and confidence, solely for its use as permitted in connection with this Agreement and by using the same degree of protection that such a Party uses to protect similar proprietary and confidential information, but in no event less than reasonable care.

(b)        Save as required by law, Client must only use Cube Confidential Information as instructed by Cube and Client shall not disclose any Confidential Information relating to Cube (or Cube’s affiliates, third-party suppliers), obtained during or arising out of the Agreement to anyone except your personnel on a need to know basis.

(c)        The obligations in this clause 9 will survive expiration or termination of this Agreement.

11            Intellectual Property

(a)        Client acknowledges that all Intellectual Property Rights in the Services, the website and any other documentation relating to the Services will remain the Intellectual Property of Cube (or our licensors).

(b)        Client will retain all Intellectual Property Rights of all Client Data and Customer Data (“Customer Data” means data related to the identity characteristics and activities of Customers, collected or submitted by Client or captured by the Services and is included in the term Client Data when used).

(c)        Client grants Cube a royalty-free licence to use, copy, transmit, store and back-up the Client Data (including Customer Data) for the purpose of providing the Services and enabling Client to access and use the Services as contemplated by this Agreement.

(d)        Client warrants that all Client Data provided to Cube may be used as contemplated in clause 11(c) and that such use will not infringe on the rights of any third parties. Client indemnifies Cube for all losses and costs that Cube may incur as a result of any claim made against Cube by a third party that use of Client Data as contemplated by this Agreement, infringes the third party’s rights.

(e)        Connecting to third-party social networks and websites will occur as part of the Services. Client acknowledges that Cube may allow third parties to access Client Data as required for the interoperation of such third-party social networks and websites with the Services. To the extent permitted by law, Cube is not responsible for any disclosure, modification or deletion of Client Data resulting from any such granted access by third-party providers.

(f)         Client acknowledges and agrees that Cube shall have the right to utilise data capture, syndication and analysis tools and other similar tools to extract, compile, synthesise and analyse any non-personal unidentifiable data or information resulting from Client use of the Services.

(g)        Client acknowledges and agrees that Cube shall have a royalty-free, worldwide transferable, sub-licensable, irrevocable and perpetual licence to incorporate into the Services or otherwise use any suggestions, enhancement requests, recommendations or other feedback received from Client.

12            Privacy

In providing the Services, Cube may require some personally identifiable information, such as Contact Details. We will handle such information with the utmost care and security in line with the Cube privacy policy (www.cubeonline.com.au/privacy-policy/) which details our practices for handling personal information. Client is responsible for maintaining the Contact Details in connection with the Services and protecting usernames and passwords associated with the Client account to use the Services.

13            Compliance

Client warrants and represents that they are in full compliance with all applicable local state, territory, federal and international laws and regulations and will not use the Services in a manner that would violate or cause Cube to violate any obligation with respect to such laws. Such laws include but are not limited to: Australian Consumer Law, Privacy Act 1988 (Cth), Do Not Call Register Act 2006 (Cth) and the Spam Act 2003 (Cth).

Client will be solely responsible for complying with any messaging consent obligations under the Spam Act 2003 (Cth) in the course of using the Services. Client is responsible for obtaining explicit consent from any and all third parties (including Client Customer’s) to send and receive SMS or any other messages using the Services.

14            Third Party Software, Products and Integration

(a)        Cube Services incorporate certain third-party software which is licensed to Cube and subject to the terms and conditions of the third-party licensing.

(b)        Client may be able to access or use third party software, resources, content, documentation or materials as part of or during use of the Services. Client acknowledges and agrees to sole responsibility for and assume all risks arising from Client access to or use of any such third-party software or materials; Cube disclaim any liability that you may incur from your access to or use of such software or materials.

(c)        Client agrees to adhere to the Terms of Service of such third-party software, including but not limited to Google, Facebook, Yelp and any other such sites.

(d)        Client cannot implement any form of review gating. Review gating is a process where businesses send a message to customers asking if their experience was positive or negative; those who had a positive experience are directed to leave an online review and those with a negative experience are sent a form that is not made public.

(e)        Client acknowledges that use of some third-party software may require Client to enter into separate terms and conditions of such third parties.

15            Variation of Services

(a)        Cube available Services and their features are intended to evolve over time based on factors such as feedback, customer take-up, online and social media market developments and technology updates. The Services that are currently available and their features are detailed on Our website https://www.cubeonline.com.au/

(b)        Cube reserve the right, at its sole discretion to modify, discontinue or terminate the website, content, inclusions, type and availability of the Services at any time. Where it is possible to do so, Cube will give you a reasonable period of 30 days’ notice of intent to remove a Service, together with any recommended steps for Client to take before the Service ends.

(c)        Where Client has paid in advance for a removed Service, Cube will refund any unused portion of Subscription Fees.

(d)        Where Cube replace a type of Service with another that is the same or similar, this Agreement will continue with the replacement Services under the same Terms. By continuing to access or use the Services, after replacement of a type of Service, Client is indicating that they agree to be bound by these Terms and the Agreement.

16           Availability

(a)        Cube will make available access to the Services during the term of the Agreement, except in the following circumstances:

(b)        certain times when Cube must conduct activities such as maintenance, updates and implementing security measures. Where possible, Cube will provide you with notice detailing the time, date and duration for such activities;

(c)        where the unavailability is caused by an act or omission by Client;

(d)        circumstances that constitute a force majeure event or that are beyond Cube’s reasonable control.

17            Cancellation and Suspension

(a)        If Cube varies the Agreement terms in accordance with clause 22, but subject to clause 15(d), Client may cancel your Agreement by written notice to Cube within the 30 days of receipt of advice from Cube of the variation.

(b)        Cube may cancel this Agreement for the Services at any time:

                                                                  i.            By giving Client notice if third-party software upon which the Services rely ceases to support the underlying platform or basis for the Services and Cube is unable to replace the third-party software with another. Where practicable, Cube will provide Client with advance notice;

                                                                 ii.            Where the above clause 17(b)i above, does not apply, by giving Client no less than 30 days’ notice.

(c)        Cube may suspend or cancel this Agreement immediately by giving notice, if Client:

                                                                  i.            Have failed to pay Subscription Fees when due;

                                                                 ii.            Breached this Agreement and failed to remedy that breach within 14 days of receiving notice from Cube to do so; or

                                                               iii.            Client becomes insolvent or otherwise unable to pay debts or Client ceases to carry on business.

(d)        Suspension of Client Services in accordance with clause 17 does not take away Cube’s right to cancel the Agreement or Client’s obligation to pay the Subscription Fees for the remaining Agreement Term. In any suspension notice, Cube will specify what Client must do to have the suspension lifted and the deadline to do so. If Client does not comply with this notice, Cube may exercise its right to cancel this Agreement.

(e)        Unless agreed otherwise by Cube, if this Agreement is cancelled by Cube in accordance with clause 17, Client is not entitled to a refund of any Set-Up Fee or Subscription Fees paid in advance.

(f)         Unless agreed otherwise by Cube, if Client Services is cancelled or suspended in accordance with this clause 17 and Cube agree to reactivate the Service, Client will be required to pay a Reactivation Fee of $50.00.

(g)        Upon cancellation of this Agreement, where applicable, Cube will provide instructions on transitional issues or tasks for the Location’s online profile that was managed by the Services.

18           Fees and Invoicing

(a)        Subscription Fees, detailed in a Service Schedule that forms part of this Agreement, unless otherwise agreed between the parties:

                                                                  i.            Are payable by the Client to Cube;

                                                                 ii.            Will be invoiced each month with the invoice being sent to the Contact Details provided by Client to Cube;

                                                               iii.            Will be charged to Client’s nominated Credit Card each month.

(b)        Any Set-Up Fees are payable in advance and once the work to which the Set-Up Fee applies has been commenced by Cube, the Set-Up Fees become non-refundable.

(c)        Where Client has not paid the Subscription Fees for a period of 3 months or longer, Cube reserves the right to sell the debt to a debt collection agency. Any further costs or fees associated with the debt collection agency shall be the responsibility of the Client.

(d)        Where Cube is preparing Google advertising products as a Service, Client acknowledges and agrees that Client is solely responsible for any advertising fees payable to Google.

(e)        Unless expressly stated otherwise, all amounts payable under this Agreement are expressed exclusive of all applicable Taxes.

(f)         If GST or any other Tax is payable as a consequence of any supply made (or deemed to be made) by one Party to the other in connection with this Agreement, the Party receiving the supply must pay to the Party making the supply an amount equal to the Tax payable in respect of that supply, in addition to the price or other consideration (if any) required to be paid.

(g)        Cube may use third party service providers to process payments including payments made by credit card. Any terms applying to these third parties including their privacy practices will be identified on the registration page in the payment details section.

(h)        Annual Fee Increase: Cube reserves the right to increase Subscription Fees for any Services, upon sixty (60) days’ prior written notice, effective on the start date of each renewal term of an Agreement.

19            Warranties

(a)        Client understands and agrees that use of Cube Services are at Client’s sole risk and that the Services are provided “as is” and “as available” in accordance with clauses 7 and 15 of this Agreement.

(b)        Cube, its subsidiaries, affiliates and third-party licensors make no express warranties and disclaim all implies warranties regarding the Services, including implied warranties of fitness for a particular purpose. We do not represent or warrant to you that:

                                                                  i.            use of the Services will meet Client’s requirements;

                                                                 ii.            use of the Services will be uninterrupted, timely, secure or free from error; and

                                                               iii.            Usage data available through the Services will be accurate.

(c)        Nothing in this Agreement shall exclude or limit Cube’s warranty or liability for losses which may not be lawfully excluded or limited by applicable law.

20           Indemnity

(a)        Client indemnifies and must keep Cube, its officers, directors, employees, consultants, affiliates, subsidiaries and agents (collectively “Cube Entities”) indemnified and held harmless from and against any third-party claims and related costs, damages, liabilities and expenses (including legal fees) or any other loss incurred by the Cube Entities arising from or in connection with:

                                                                  i.            Client’s unauthorised use of, or misuse of the Services;

                                                                 ii.            Client’s violation of any applicable law, regulation or third party right;

                                                               iii.            any dispute or issue between Client and a third party (including Client’s Customers);

                                                               iv.            any Client Data; and

                                                                v.            any claim of a government entity or other party that you have violated any law, rule or regulation.

(b)        Client will not, however, be liable to indemnify Cube Entities to the extent Cube Entities were grossly negligent, fraudulent or caused or contributed to any misuse of the Services under this Agreement, or infringed, misappropriated or violated a third party’s rights.

21            Liabilities

(a)        Whilst Cube shall use all reasonable endeavours to ensure that all Services are free from viruses and errors, Cube provides no guarantee that they will be free from such defects.

(b)        Subject to clause 19(c), Cube’s liability to Client in contract, tort (including negligence), statute or otherwise arising under or in connection with the Agreement is capped in the aggregate for all claims to the total amount paid by Client to Cube for the Services.

(c)        Cube excludes all liability to Client in contract, tort (including negligence), statute or otherwise arising under or in connection with the Agreement for loss of income or revenue, loss or interruption of business; loss of up time; loss of profits; third party claims; loss or damage to software; loss of data; loss due to the introduction of a computer virus or other malware; loss of anticipated savings; loss of goodwill; loss of traffic; or any liability for any indirect or consequential loss or damage incurred by Client in connection to the Services; or any other loss or damage of any kind (including for an injury to any person), however arising.

(d)        The limitations on Cube liability contained in the Agreement are made to the full extent permitted by law. Nothing in the Agreement restricts the effect of warranties or conditions which may be implied by law or any other rights or remedies which cannot be excluded, restricted or modified. Subject to those laws, to the extent to which Cube are entitled to do so, our liability under such implied conditions or warranties or other rights or remedies, shall be limited at Our option to:

                                                                  i.            Supply the Services again; or

                                                                 ii.            Pay the cost of having the Services supplied again.

22           Variation of Terms

Cube reserves the right, at its sole discretion to vary the Terms of this Agreement at any time, by providing Client with notice, that will be no less than thirty (30) days.

23           Novation

If Client sells their business or sell or transfer a portion of assets in a merger, the purchaser or successor in interest must guarantee to perform all obligations under this Agreement for the remaining Agreement Term.

24           Force Majeure

Neither Party shall be liable for any failure to, or delay in, performing their respective obligations under the Agreement where such a failure or delay results from any cause such as: power failure, internet service provider failure, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, act of war, governmental action, pandemic, or any other event that is beyond the control of the Party in question.

25           No Waiver

No failure or delay by either Party in exercising any of its rights under the Agreement shall be deemed to be a waiver of that right, and no waiver by either Party of a breach of any provision of the Agreement shall be deemed to be a waiver of any subsequent breach of the same or any other provision.

26           Further Assistance and Costs

Each party shall execute all such further deeds and documents and do all such further things as may be necessary to carry out the provisions of the Agreement into full force and effect.

Subject to any provision to the contrary, each Party to the Agreement shall pay its own costs of, and incidental to, the negotiation, preparation, execution and carrying into effect of the Agreement.

27           Assignment

Cube reserves the right to assign any of its rights or obligations under this Agreement to an affiliate, or in connection with a merger, reorganisation, acquisition or other transfer of all or substantially all of its assets, to another entity.

28           Entire Agreement

This Agreement, together with Our privacy policy, Service Schedule and any executed Part C Product Addendums constitute the entire Agreement between the Parties relating to the Services and all related activities; superseding and excluding any and all prior discussions, specifications, representations, communications and arrangements relating to the Services including, but not limited to performance or results that ought to be expected from the Services.

Each Party acknowledges that, in entering into the Agreement, it has not relied on any representation, warranty or other provision except as expressly provided in the Agreement, and all conditions, warranties or other terms implied in statute or common law are excluded to the fullest extent permitted by law.

29           Severance

In the event that one or more of the provisions of this Agreement is found to be unlawful, invalid or otherwise unenforceable, that / those provision(s) shall be deemed to be severed from the Agreement. The remainder of the Agreement shall be valid and enforceable.

30           Complaints and Dispute Resolution

(a)        Any complaints made about the Services or a dispute relating to the Agreement should be addressed to the "Customer Service Manager" in writing, and preferably transmitted to Cube by email to [email protected] or, alternatively by post to the address for Cube detailed in the Notices clause 31.

(b)        If Client is not satisfied by Cube’s response, the Parties shall attempt to resolve any dispute arising out of or relating to the Agreement through negotiations directly or between their appointed representatives who have the authority to settle such disputes. If such negotiations do not resolve the matter within thirty (30) Business Days of receipt of a written invitation to negotiate, the Parties will attempt to resolve the dispute in good faith through an agreed alternative dispute resolution procedure.

(c)        Nothing in this clause shall prohibit either Party or its affiliates from applying to a court for interim injunctive relief.

31            Notices

(a)        All notices from Cube to Client will be sent via email to the email address provided by Client in the Contact Details. It is Client’s obligation to ensure that Contact Details are current and correct. You agree that a record of Cube having sent a notice to the email address in Contact Details is, of itself conclusive proof of receipt.

(b)        Unless otherwise stated, notices given by Client to Cube must be delivered to us in writing and addressed to Cube Online Suite 2, Level 2, 61 Dunning Avenue, Rosebery NSW 2018; with a copy sent via email to [email protected] with the subject of the email clearly stating it is a notice and the nature of the notice.

32           Counterparts

(a)        This Agreement may be executed in counterparts.  All executed counterparts constitute one document.

(b)        This Agreement may be executed electronically, with an executed copy distributed to the Parties by email.

33           Severability

A term or part of a term of this Agreement that is illegal or unenforceable may be severed from this Agreement and the remaining terms or parts of the terms of this Agreement will continue in force.

34           Governing law

This Agreement is governed by the laws of the State of New South Wales and each Party submits to the exclusive jurisdiction of the courts of that State in relation to any disputes arising out of or in connection with this Agreement.

 

 

SECTION B – Product Terms Addendum

Websites as a Service

This Part C Product Addendum sets out the specific terms for Websites as a Service and forms part of the Agreement between the Parties.

(a)        By subscribing to Cube’s Website as a Service product, Client acknowledges and agrees that Client is purchasing a managed website service and not purchasing an actual website. The product package and Subscription Fees cover the design, build and hosting of the website plus 2 website edits by Cube per annum as part of the contract.

(b)        Client will have editor access to their Website as a Service to self-edit pages at no charge.

(c)        Other than the 2 edits per annum by Cube as part of your package and detailed in clause 1 above, additional edits by Cube will be charged at $250 per hour.

(d)        Website as a Service package combinations differ in the number of pages. Additional pages are charged at $10.00 per month, per additional page.

(e)        Client is solely responsible for the written content on their Website as a Service whether Client has provided it, or engaged Cube to create content for you, in accordance with clause Part C below.

(f)         It may take up to 6-8 weeks for a 10-page Website as a Service to be designed, built and published. For 10 + pages, it may take up to 12 weeks. These timeframes are reliant on Client’s supply of all content to Cube.

(g)        Client understands and agrees that for security purposes, Cube cannot provide administrative or CPanel access to the website to Client or any third parties.

(h)        Transfer of existing hosting plans, including emails is Client’s responsibility. Cube will assist where possible but cannot guarantee the work or timeframes where such third parties are involved.

(i)         Client’s Website as a Service includes a technical and on-site search engine optimisation (“SEO”) set up but does not include any optimised content or ongoing SEO.

(j)         Upon Cancelation the Client will have 30 days to copy over the website content and images to another content management system and hosting platform. The Client will be responsible for the transfer of all images and content from the website.

 

 

 

 

SECTION C – Product Terms Addendum

 Website Content Creation

This Part C Product Addendum sets out the specific terms for Websites as a Service and forms part of the Agreement between the Parties.

(a)        Cube may create content for Client as a Service for the Client’s website, Google advertisements or any other use.

(b)        Standard Website Content is charged at 40cents per word, and Cube Content relating to professional services is charged at 65c per word. Content is charged in minimum blocks of 500 words.

(c)        It is Client’s sole responsibility to proofread and approve all Website Content supplied as a Service before it is published.

(d)        Website Content is not and does not constitute the provision of legal advice. We recommend that you seek legal advice from a qualified legal practitioner on any legal matter.

 

 

 

SECTION D – Product Terms Addendum

Social Content Creation “Cube Content”

This Part D Product Addendum sets out the specific terms for Cube Content a Service and forms part of the Agreement between the Parties.

(a)        Cube may create content for Client as a Service (“Cube Content”) for the Client’s Google Business Profile. Cube may create content for Client as a Service (“Cube Content”) for the Client’s Google Business Profile. Client may request the content as a service to be posted on Facebook, Instagram and linkedin pages. 

(b)        The Content supplied as a service ‘Cube Content” will consist of 24 separate posts including 24 Images and 24 individual sets of written content ranging from 50 – 1000 characters depending on the nature of the post. All 24 posts and images will be curated, revised altogether and scheduled for the duration of 12 months. 

(c)        The Content supplied as a service ‘Cube Content” will consist of 7 – 9 posts relating to social days of relevance. The client reserves the right to request new content created regarding Social Days of Relevance if the content created does not align with the business’s religious or personal beliefs. Actionable feedback must be provided within 7 days of receiving the Content Proposal

(d)        Cube will do its best when scheduling all posts upfront to schedule 2 posts of the 24 posts each month. Cube cannot guarantee this schedule across all months due to certain selections of Social Days of Relevance and/or the business Anniversary.

(e)        Content created for the Client as a Service (“Cube Content”) for the Client’s Google Listing and or Facebook Page for the 12-month campaign is created and will be sent to the Client in the form of a proposal within the first 4 – 6 weeks from the “Commencement Date”. Content cannot be created for the Client after this date.

(f)         Cube will email the Client when the posts have been scheduled. Cube cannot schedule posts until the Client’s Google Profile and other relevant social platforms are connected.

(g)        The Client reserves the right to repurpose and/or republish all content provided to them by Cube Online as a service.

(h)        Content created in the form of “Google Posts” does not fall under the category of Google Advertising and has not been created with that intent. All content posted to Google and/or Facebook is created with the purpose of generating activity on the page only.  We do not promise and increase in engagement on these profiles/pages.

(i)         The Client will have 7 days to provide feedback or request changes to the Cube Content Posts / Proposal created. If no feedback is provided, Cube reserves the right to begin the campaign from the 8^th day. It is the Client’s sole responsibility to proofread and approve all Cube Content supplied as a Service before it is published.  If any further changes or adjustments are required after the posts have been scheduled it is the responsibility of the client to action inside their Birdeye account.  

(j)         Cube Content is not and does not constitute the provision of legal advice. We recommend that you seek legal advice from a qualified legal practitioner on any legal matter. 

(k)        Cube Content is not and does not constitute the provision of medical/health advice. We recommend that you seek medical/health advice from a qualified medical/health practitioner on any health matter. 

(l)         Content will be curated from information available on the client’s existing website and social media platforms. It is the client’s responsibility that their websites and social media platform content is up to date.