CLIQ Marketing Content

terms Of Business

Terms Of Business

1. Interpretation

1.1 Definitions

In these terms:

Agreement means the agreement between CLIQ and the Client including these Terms of Business, the terms set out in any Letter of Offer (including all schedules, annexure and attachments) and any amendments or supplements to the foregoing agreed from time to time in writing.

APPs are the Australian Privacy Principles contained in the Privacy Act 1988 (Cth).

Business Day is a day (not Saturday or Sunday) that trading banks are open for business in Adelaide, South Australia, Australia.

Claim means all demands, claims, proceedings, penalties, fines, loss and liability (whether criminal or civil, in contract, tort or otherwise).

Client’s IP is all IP owned by the Client and includes all IP in the Data.

CLIQ’s IP is all present and future IP created, written or otherwise brought into existence by or on behalf of CLIQ completely independently of the performance of CLIQ’s obligations under this Agreement, and which CLIQ can demonstrate by written records has been developed completely independently of this Agreement and not been paid for directly or indirectly by the Client; but does not include any such IP which the Parties expressly agree in this Agreement (including any Letter of Offer) will be assigned to the Client.

CLIQ, Us, or We means CLIQ Marketing Content Pty Ltd ACN 659 638 749 as trustee for the CLIQ TRUST (ABN 11 946 924 818) c/-Level 3, 141-149 Ifould Street, Adelaide SA 5000.

Client or you means the company or natural person accepting the Letter of Offer and entering into the Agreement.

Commencement Date means the date the Term commences, as stated in the Letter of Offer or of no such date is stated, the date the Client accepts the Letter of Offer.

Confidential Information of a Party is all technical, financial, commercial and other information (in whatever medium) of or relating to it or its business affairs, which is disclosed or available to, or observed or accessible by, the other Party in connection with this Agreement which:

  • is marked as ‘confidential’, ‘sensitive’, ‘private’ or any other similar description; or
  • a reasonable person would (given its nature) consider confidential,

but excluding information that:

  • is readily available in the public domain without breach of confidentiality; or
  • the receiving Party can establish by written records is or has been legally known to, developed by, or acquired by, that receiving Party, independently of this Agreement.

Data is all information provided by the Client so CLIQ can supply the Services, or information that is transmitted, received, stored, processed, generated, compiled or modified through use, or in connection with the provision of the Services.

Developed IP is all IP created, written or otherwise brought into existence by or on behalf of CLIQ in connection with or for the purposes of providing the Services or meeting its other obligations under this Agreement (but excluding CLIQ’s IP), and includes any further IP existing prior to the Commencement Date.

Documentation is all documentation, reports, calculations, models, designs, drawings, plans and specifications in whatever form relating to, or prepared under, this Agreement.

Fees means the amounts and/or rates payable by the Client under a Letter of Offer.

Force Majeure Event is an act of war, revolution or terrorism; an act of God; or any other incident beyond the control of a Party – in each case which could not have been prevented or foreseen through the exercise of reasonable skill and care.

GST means goods and services tax as defined in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Intellectual Property or IP means statutory and other proprietary rights in respect of copyright and neighbouring rights, all rights in relation to inventions, patents,  registered and unregistered trademarks, registered and unregistered designs, circuit layouts, trade secrets, and all other rights resulting from intellectual activity in the industrial, scientific, literary or artistic fields.

Landing Page means a web page created by CLIQ for the Client which is utilised for the sole purpose of running the Client’s Google Ads campaign(s) to.

Letter of Offer means any written offer for CLIQ to provide Services to the Client.

Insolvent means an entity being insolvent (under section 95A of the Corporations Act (Cth)); having an administrator, controller (per section 9 of the Corporations Act) or similar officer appointed to all or any of its property; having taken (or had taken against it) any step for its winding up, deregistration or dissolution or for it to enter an arrangement, compromise or composition with or assignment for the benefit of its creditors; or suffering any event or similar event to those set out in this definition which would restrict its business operations or cause those operations to be placed under the control of a person other than its directors under the laws of its place of incorporation.

Parties means CLIQ and the Client, and Party means either one of them.

Permitted Purpose is collection, use, disclosure, storage or handling of Personal Information in order for CLIQ to comply with its obligations under this Agreement.

Personal Information is information or an opinion about an identified or reasonable identifiable natural person (whether true or not), including personal information as defined in the Privacy Act 1988 (Cth), collected or generated by, disclosed to, or accessed by CLIQ in connection with this Agreement.

Personnel are directors, officers, employees, professional advisers, agents or subcontractors of a Party (but the Personnel of the Client does not include CLIQ).

Privacy Code is a privacy code approved under the Privacy Act 1988 (Cth).

Services means the services to be provided by CLIQ under this Agreement, as set out in a Letter of Offer.

Term means the term of this Agreement commencing on the Commencement Date and expiring on the date this Agreement expires as outlined in any relevant Letter of Offer or such other date as this Agreement terminates, expires or otherwise comes to an end.

1.2 Interpretation

In this Agreement unless the context otherwise requires:

(a) words importing any gender include every gender;

(b) words importing the singular number include the plural number and vice versa;

(c) words importing persons include firms, companies and corporations and vice versa;

(d) references to numbered clauses, paragraphs and schedules are references to the relevant clause or paragraph in or schedule to this Agreement;

(e) the headings to the clauses and schedules of this Agreement are not to affect the interpretation;

(f) the word “including” (and related forms including “includes”) means “including without limitation”;

(g) a reference to $ or dollars is to Australian dollars; and

(h) something due to be done on or by a non-Business Day must be done on or by the next Business Day.

1.3 Notice In Writing

Where an action of a Party is required to be evidenced in writing under this Agreement (for example, the provision of a Party’s consent or approval, etc), the Parties acknowledge and agree that email communication will satisfy such requirement for the action to be in writing.

2. Appointment

The Client appoints CLIQ to provide the Services in accordance with the terms and conditions set out in this Agreement. 

3. Term & Termination

3.1 Term Of This Agreement

This Agreement will begin on the Commencement Date and will continue to apply to each Letter of Offer during the Term

3.2 Termination for cause

A Party may terminate this Agreement with immediate effect by written notice to the other Party if the other Party:

(a) commits a material breach of this Agreement which is not remediable,

(b) commits a material breach of this Agreement which is capable of remedy, but is not remedied within 14 days after being required by notice to do so; or

(c) becomes Insolvent.

3.3 Consequences of termination by Client

If this Agreement is terminated by the Client in accordance with clause 3.2 or for any other reason:

(a) termination does not affect any accrued rights or liabilities of the Parties;

(b) the Client must pay the Fees for any Services provided up to the date of termination; and

(c) any Fees paid in advance by the Client for Services not provided to the Client at the date of termination, will not be repaid to the Client.

3.4 Consequences of termination by CLIQ

If this Agreement is terminated by CLIQ in accordance with clause 3.2 or for any other reason:

(a) termination does not affect any accrued rights or liabilities of the Parties;

(b) termination does not affect the Client’s obligation to pay the Fees ordinarily due and payable during the Minimum Service Period or any applicable Extended Service Period (if those terms are defined in any Letter of Offer); and

(c) any Fees paid in advance by the Client for Services not provided to the Client at the date of termination, will not be repaid to the Client.

3.5 Survivability

The following provisions survive termination or expiry of this Agreement: 1– (Definitions and Interpretation);  3.3 – (Consequences of termination); 3.5 – (Survivability); 9 – (Payment); 10 – (Confidentiality); 11 – (Privacy); 12 – (Intellectual Property); 13 – (Disclaimer); 14 – (Indemnities); 16 – (Liability); 20 – (Dispute resolution); 21 – (Notice); 23 – (General), and any other contractual provisions that by their nature are intended to survive termination or expiration of this Agreement.

4. Variations

4.1 Variations to Services

(a) If either party wishes to vary the existing Services, it will notify the other party in writing.

(b) Upon receipt of the notice described in clause 1(a), the Parties must negotiate in good faith:

(i) any changes to any Fees; and

(ii) any impacts which the variation will have on CLIQ’s ability to perform its obligations.

(c) Any and all amendments and variations to the Agreement must be agreed in writing.

5. Provision of Services

5.1 Performance of Services

CLIQ will provide the Services described in the relevant Letter of Offer, and all resources, technology and consumables necessary for the provision of those Services, in accordance with the terms of this Agreement.

6. Search Engines & Google Ads Platform

The Client acknowledges and agrees as follows:

6.1 Algorithms

(a) search engines routinely change their ranking algorithms. While CLIQ will endeavour to maintain rankings in the event of an algorithm change, CLIQ will not be liable for any loss to the Client where a fluctuation in rankings arises due to changes in Google’s algorithm; and

(b) due to search engine algorithms beyond CLIQ’s control, monthly advertising spends may differ slightly;

6.2 Google Ads Account

(a) if the Client has an existing Google Ads account, CLIQ will provide the Services using the Client’s Google Ads account;

(b) if the Client does not have an existing Google Ads Account, CLIQ will provide the Services using CLIQ’s Google Ads manager account to create a new advertising account. CLIQ will provide the Client with full ownership of this account.

6.3 Actions of Google

if at any time Google ceases to offer sponsored listings or if Google refuses service to the Client, CLIQ will not be liable for any loss suffered by the Client and this Agreement may immediately terminate on CLIQ’s discretion.

7. Landing Pages

7.1 Landing Pages hosted on CLIQ’s domain(s) are provided for the duration of advertising with CLIQ and the legal and beneficial ownership in all Landing Pages will remain with CLIQ at all times.

7.2 If this Agreement terminates or otherwise comes to an end for any reason, CLIQ will use reasonable endeavours to decommission the Landing Page within seven (7) days

8. Client's Obligations

8.1 General

During the Agreement, the Client will:

(a) comply with all laws, regulations, codes, ordinances, industry standards relevant to the provision of the Services;

(b) co-operate with CLIQ as CLIQ reasonably requires;

(c) provide the information and documentation that CLIQ reasonably requires;

(d) make available to CLIQ such resources as CLIQ reasonably requires to complete the provision of Services without charge; and

(e) ensure that the Client’s staff and agents cooperate with and assist CLIQ.

8.2 Entitlement to Charge

If the Client does not provide the resources that CLIQ reasonably requires (and within a reasonable time period) to perform the Services, then any additional costs and expenses which are reasonably incurred by CLIQ must be paid or reimbursed by the Client.

8.3 Client’s Security

The Client shall be responsible for the ongoing security and integrity of the Client’s software, website, networks and systems. CLIQ will not be liable for any loss to the Client caused by any failure of the Client to keep its systems secure.

9. Fees

9.1 Fees

(a) The Fees for the Services are stated in the relevant Letter of Offer.

(b) In consideration for the provision of Services by CLIQ under this Agreement, the Client must pay to CLIQ the Fees that are outlined in the Letter of Offer, in accordance with the Letter of Offer.

(c) The Parties acknowledge and agree that, unless otherwise stated, the Fees are exclusive of any tax and GST that may be charged by CLIQ to the Client and must be paid within 7 days of CLIQ issuing an invoice. For the avoidance of doubt, CLIQ will be entitled to add GST to Fees payable by the Client.

9.2 Cost and disbursements

CLIQ is permitted to charge for all costs and expenses incurred in performing the Services, including travelling, photocopying, courier services, postage or as otherwise listed in the relevant Letter of Offer.

9.3 Invoicing and Payment

(a) The Client acknowledges and agrees that the payment of Fees to CLIQ will be processed through CLIQ’s nominated payment processing system (to be determined by CLIQ in its absolute discretion) in accordance with the payment terms set out in the Letter of Offer.

(b) Any disputes regarding the Fees will be dealt with under clause 20 of this Agreement.

9.4 Credit and Debit card payments

The following conditions apply:

(a) the Client will provide CLIQ with the client’s credit or debit card information;

(b) the Client will authorise CLIQ to automatically charge the client’s credit or debit card for charges which apply to your account;

(c) recurring charges will be posted to your credit card until the Client cancels this engagement; and

(d) unless notified otherwise, credit cards will be charged on the date set out in the Letter of Offer.

9.5 Failure to Pay

If the Client does not make payment of the Fees in accordance with the payment terms specified in the Agreement, CLIQ is entitled to do any or all of the following:

(a) charge interest on the outstanding amount at the rate of 10% per year above the cash rate of the Reserve Bank of Australia, accruing daily;

(b) require the Client to pay, in advance, for any Services (of any part of the Services) which have not been performed; and

(c) not perform any further Services (or any part of the Services).

The above is not the sole remedy of CLIQ in respect of any failure by the Client to pay CLIQ’s Invoice.

9.6 Debt Collection

(a) If the Client does not make payment within 21 days of the date specified in the Letter of Offer or invoice (as applicable), CLIQ may engage a debt collection agency to retrieve any outstanding Fees.

(b) Any additional fees incurred by CLIQ throughout the debt collection process, and the any additional fee will be added to the outstanding Fee amount and charged to the Client.

(c) CLIQ may also submit the Client’s details to credit reporting agencies where Fees are not paid within the specified payment terms listed in this Agreement.

10. CONFIDENTIALITY

10.1 Ownership of Confidential Information

Each Party retains ownership of their own Confidential Information and agrees to keep the other Party’s Confidential Information strictly confidential and to not disclose it or allow it to become available to any third party, except as provided in this Agreement.

10.2 Use of Confidential Information

Each Party can use or disclose the other Party’s Confidential Information only:

(a) to perform the Services or obtain the benefit of the Services;

(b) to professional advisors on a confidential basis for the purpose of obtaining advice;

(c) if the disclosing Party has consented in writing; or

(d) if required by law.

10.3 Return of Confidential Information

Upon termination of this Agreement or upon demand from a disclosing Party, the party who received the Confidential Information must:

(a) at the disclosing Party’s discretion, deliver to the disclosing Party or destroy all Confidential Information in its possession or under its control; and

(b) delete all Confidential Information held electronically in any medium in its possession or under its control.

10.4 Non-Disparagement

(a) Each party agrees with one another that they will not (directly, indirectly, expressly or implicitly) call into disrepute, defame, disparage or denigrate another party and/or the Company or such other parties’ subsidiaries, affiliates, successors, assigns, related entities, officers or their current or future products or services.

(b) The parties agree to act professionally, courteously and in good faith in all their dealings in which they refer to each other and/or CLIQ and not do anything that might adversely affect the reputation of each other and/or the Company.

11. PRIVACY

11.1 Privacy Laws

Each Party must comply (and ensure that its Personnel are aware of and comply) with the APPs, any applicable Privacy Code and other applicable laws or codes governing Personal Information (together Privacy Laws) in doing any act or engaging in any practice pursuant to the Permitted Purpose of this Agreement.

12. INTELLECTUAL PROPERTY

12.1 Warranty and Indemnity

Each Party warrants that none of its existing Intellectual Property infringes the rights of any third party and indemnifies the other Party from any costs, expenses, damages and claims that arise from such infringements.

12.2 CLIQ’s IP

(a) CLIQ represents and warrants that it is the absolute legal and beneficial owner of, or that it holds a valid licence to use, CLIQ’s IP.

(b) The Client acknowledges and agrees that CLIQ’s IP remains the property of CLIQ.

(c) CLIQ grants to the Client a perpetual, irrevocable, non-exclusive, worldwide, transferable, royalty-free licence to exercise all rights in CLIQ’s IP as is necessary for the Client to enjoy the benefit of the Services.

12.3 Developed IP

Unless agreed otherwise, the parties acknowledge and agree that:

(a) CLIQ is the absolute legal and beneficial owner of any Developed IP and the Client hereby assigns to CLIQ any of the Client rights, title and interest in the Developed IP with effect from the date of creation of that IP;

(b) the Client must at the request of CLIQ execute all further documents and take such further action to transfer the benefit of the Developed IP as outlined in clause 30; and

(c) CLIQ grants the Client a non-exclusive, royalty free licence during the Term to use the Developed IP.

12.4 Client’s IP

(a) Subject to clause 4(b), CLIQ acknowledges and agrees that:

(i) the Client’s IP remains the property of the Client; and

(ii) this Agreement does not confer on CLIQ any proprietary right or title to any of the Client’s IP.

(b) Subject to clause 4(c), the Client grants CLIQ a non-exclusive, royalty-free licence during the Term to use and reproduce the Client’s IP for the sole purpose of performing its obligations under this Agreement.

(c) On termination or expiry of this Agreement, and upon the Client’s request, CLIQ must deliver or render faithful account to the Client for all the Client’s IP including all Documentation and other things containing the Client’s IP that came into CLIQ’s possession or under its control in the course of providing the Services.

13. DISCLAIMER

13.1 No reliance

Each of the Parties acknowledges that, in entering into this Agreement, it does not do so in reliance on any representation, warranty or other provision except as expressly provided in this Agreement.

13.2 Consumer Guarantees

Nothing in the Agreement excludes, restricts or modifies any terms, conditions, warranties or liabilities which are imposed or implied by any statute, including but not limited to the Competition and Consumer Act 2010 (Cth), and which by statute cannot be excluded, restricted or modified. Limitations and exclusions in this Agreement are made only to the maximum extent permitted by law.

13.3 Australian Consumer Law

(a) Our services come with guarantees that cannot be excluded under the Australian Consumer Law. For major failures with the service, you are entitled:

(i) to cancel your service contract with CLIQ; and

(ii) to a refund for the unused portion, or to compensation for its reduced value

(b) You are also entitled to be compensated for any other reasonably foreseeable loss or damage.

(c) If the failure does not amount to a major failure, you are entitled to have problems with the service rectified in a reasonable time and, if this is not done, to cancel your contract and obtain a refund for the unused portion of the contract.

13.4 Exclusions

(a) To the maximum extent permitted by law, other than the warranties expressly stated in this Agreement, CLIQ gives no warranties regarding the provision of the Services and all implied or imposed conditions, warranties and rights are hereby excluded, including (without limitation) warranties in relation to fitness for purpose or merchantability, and/or the Services being provided uninterrupted, error free and/or in a timely manner.

(b) Where any condition, warranty or right is implied or imposed by law and cannot be excluded, the sole liability of CLIQ for loss or damage incurred in respect of goods and/or services supplied (or agreed to be supplied) shall be limited to:

(i) in the case of goods, at CLIQ’s option:

(A) the replacement of the goods or the supply of equivalent goods;

(B) the repair of the goods;

(C) the payment of the cost of replacing the goods or of acquiring equivalent goods; or

(D) the payment of the cost of having the goods repaired; and

(ii) in the case of services, at CLIQ’s option:

(A) supplying the services again; or

(B) paying the cost of having the services supplied again.

14. NO WARRANTY

14.1 Search Engine Optimization & Google Advertising

CLIQ does not make any warranty or representation that the Services CLIQ provides will result in:

(a) any specific result on any search engine;

(b) an increase to traffic and/or sales to the Client’s website;

(c) a heightened ranking of the Client’s website on search engine algorithms; or

(d) an increased visibility of Google searches on any other search engines.

15. INDEMNITIES

15.1 Indemnity by CLIQ

(a) CLIQ must reimburse the Client for, and indemnify and hold them harmless against, all Claims suffered or incurred by the Client arising in connection with:

(i) fraud, or fraudulent misrepresentation, gross negligence, or wilful misconduct of this Agreement by CLIQ or its Personnel; and/or

(ii) infringement of a third party’s intellectual property rights arising out of any act or omission of CLIQ or its Personnel.

(b) CLIQ will not be liable to the Client (including under this clause 1) to the extent that the Client’s acts or omissions have contributed to the Claim and/or liability. For the avoidance of doubt, the Client has a duty to mitigate any losses arising from an act or omission of CLIQ.

15.2 Indemnity by the Client

(a) The Client must reimburse CLIQ for, and indemnify and hold them harmless against, all Claims suffered or incurred by CLIQ in connection with or arising out of:

(i) fraud, or fraudulent misrepresentation, gross negligence or wilful misconduct of this Agreement by the Client or its Personnel;

(ii) any information supplied by the Client to CLIQ, its employees or suppliers, within or outside the scope of this Agreement; and/or

(b) The Client will not be liable to CLIQ (including under this clause 2) to the extent that CLIQ’s acts or omissions have contributed to the Claim and/or liability. For the avoidance of doubt, CLIQ has a duty to mitigate any losses arising from an act or omission of the Client.

16. LIABILITY

16.1 Indirect or consequential loss

Neither Party is liable to the other Party in contract, tort, negligence, breach of statutory duty or otherwise for any loss, damage, costs or expenses of any nature whatsoever incurred or suffered by that other Party of an indirect or consequential nature (including any loss of business opportunity, loss of revenue, income, profits or anticipated savings, loss of contracts or business relationships, loss of reputation or goodwill, or loss or corruption of information or data).

16.2 Liability Limit

Notwithstanding any other provision of this Agreement, the liability of CLIQ with respect to Services provided under this Agreement whether arising in contract, tort, negligence, breach of statutory duty or otherwise, will not exceed an aggregate amount equal to the Fees paid by the Client to CLIQ under this Agreement in any twelve (12) month period.

17. WARRANTY

17.1 Warranty of Authority

(a) If a Party is a corporation or other entity, then the person whose signature appears in the Letter of Offer personally warrants that they have the power and authority to enter into this Agreement on behalf of that corporation or other entity.

(b) If the Party is a natural person and the person whose signature appears in the Letter of Offer is signing for that Party as their attorney or agent, then the person whose signature appears in the Letter of Offer personally warrants that they have the power and authority to enter into this Agreement on behalf of the Party.

18. EXCLUSIVITY AND NON-SOLICITATION

18.1 Non Exclusivity

CLIQ may provide services that are similar or the same to the Services to third parties before, during and after the term of the Agreement.

18.2 Non-Solicitation

(a) The Client must not, without the written consent of CLIQ, directly or indirectly (including as a sole trader, employee, director, partner or otherwise but excluding by holding any interest in a listed corporation) during the Restraint Period:

(i) directly or indirectly entice or solicit, or assist another person to entice or solicit, an employee, contractor, officer, agent or supplier of CLIQ with whom the Client has had dealings prior to the end of this Agreement, to be employed by the Client or another entity; or

(ii) assist another person to entice or solicit, an employee, contractor, officer, agent or supplier of CLIQ with whom the Client has had dealings prior to the end of this Agreement, to cease to provide services to the CLIQ.

(b) For the purposes of this clause 17:

(i) Restraint Period means the Term, and:

(ii) 12 months after the term , or (if that duration is deemed unreasonable);

(iii) 6 months after the Term , or (if that duration is deemed unreasonable); or

(iv) 3 months after the Term.

19. FORCE MAJEURE

If a Force Majeure Event occurs and prevents a Party (Affected Party) performing its obligations, under this Agreement, that Party must promptly notify the other Party of the event, the time it started and likely duration, the extent that its obligations are affected and the measures proposed to remedy or mitigate its consequences. The Affected Party’s obligations are then suspected solely to the extent it is prevented from performing them by the Force Majeure Event. The Affected Party must:

(a) promptly take all necessary steps to remedy or mitigate the Force Majeure Event’s effects, so as to resume full performance of its obligations as soon as reasonably possible; and

(b) take all action reasonably practicable to mitigate any loss suffered by the other Party as a result of its failure to carry out its obligations.

If the delay or failure exceeds 30 days, the other Party may immediately terminate this Agreement on notice to the Affected Party and clause 3.3 will apply.

20. DISPUTE RESOLUTION

Any dispute, difference or disagreement under this Agreement will be negotiated in good faith between the parties before either Party may commence proceedings in any court or tribunal of competent jurisdiction.

21. NOTICE

A notice, request, demand, consent or approval (notice) from a Party to another (Recipient) must be in writing, addressed to Recipient and delivered by one of the following means (deemed delivery and receipt being as specified below for each method, provided that if the provisions below would deem a notice to be delivered / received on a non-Business Day or after 4pm on a Business Day, then the notice will be deemed to have been delivered / received on the next Business Day):

(a) delivered to Recipient’s address – deemed delivered/received at date and time of delivery;

(b) sent by registered mail to Recipient’s address – deemed delivered/received on the third Business Day after posting (within Australia) or on the tenth Business Day after posting (outside Australia);

(c) emailed to Recipient’s email address (deemed delivered/received when the sender gets a confirmation message from Recipient’s mail server indicating that the message was received by Recipient without error), provided the sender follows up with one of the other above delivery methods.

The address and email address of each Party is outlined in any relevant Letter of Offer and is subject to any updates notified by either Party in writing.

22. MARKETING

The Client agrees to allow CLIQ to share the Client’s website URL, keywords used for search engine optimisation purposes, website design, and/or social media profile URLs created or managed by CLIQ on its marketing materials, unless the Client instruct CLIQ otherwise.

23. GENERAL

23.1 Governing law and Jurisdiction

This Agreement is governed by the laws in force in South Australia, Australia. Each Party irrevocably submits to the non-exclusive jurisdiction of the courts in Adelaide, South Australia and waives any objection to proceedings in any such court on the grounds of venue or on the grounds that the proceedings have been brought in an inconvenient forum.

23.2 Entire agreement

The following documents will constitute the entire Agreement between the Client and CLIQ in relation to an engagement to provide the Services:

(a) Letter of Offer;

(b) these Terms of Business; and

(c) any amendments or supplements to any of the foregoing agreement from time to time (collectively the Agreement).

23.3 Relationship of Parties

Nothing in this Agreement is to be construed as constituting one Party as employer, agent or partner of the other Party or in joint venture with the other Party. No Party has authority to bind or purport to bind the other Party. For the avoidance of doubt, CLIQ is an independent contractor of the Client.

23.4 Amendment

Any amendment, consent to modification, supplement, replacement, novation, or assignment of any provision of this Agreement must be agreed in writing by each Party

23.5 Assignment

No Party may assign, novate or create an interest in its rights under this Agreement without the prior written consent of the other Party.

23.6 Waivers

A waiver of any right, power, authority, discretion or remedy must be in writing, signed by the Party granting the waiver. A failure or delay in exercise, or partial exercise, of a right, power, authority, discretion or remedy does not result in a waiver of that right, power, authority, discretion or remedy.

23.7 Severability

All or part of any provision of this Agreement that is illegal, invalid or unenforceable will be severed from this Agreement and the remaining provisions (and parts of provisions) will continue in force.

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