Nothing But Web (“Nothing But Web Pty. Ltd.”)




In this Agreement, the following words have the following meanings:

“Agreement” The Agreement entered into by the Company and Client, bounded by the Terms outlined below and in the Campaign Particulars.

“Agreement Date” The Agreement Date means the date which is the earlier of the Client accepting the Campaign Particulars by email to the Company or signing a hardcopy of this Agreement enclosing a copy of the Campaign Particulars.

“Campaign Particulars” The Campaign Particulars provided by the Company to the Client setting out the Client, Fee, Modules, Minimum Term and Website.

“Client” The Client, as detailed within the Campaign Particulars and including its representatives.

“Company” The Company, as detailed within the Campaign Particulars shall supply the Services under the terms of this agreement to the Client.

“Minimum Term” The Minimum Term or ‘time-frame’ of the campaign outlined in the Campaign Particulars.

“Fee/s” The Fee or Fees, as detailed within the Campaign Particulars constitutes the total amount payable within the Minimum Term of the Agreement and exclusive of GST. The Fee instalment is paid ‘upfront’ by monthly or quarterly payments and is ‘ongoing’ for the length of the minimum Term.

“Services” The provision of Conversion Rate Optimisation (CRO) services to test elements of the Website for the purpose of attempting to identifying improvement in the elements and design to improve the conversion performance of the target pages.

“Term” The Term or ‘time-frame’ of the campaign outlined in the Campaign Particulars.

“Website” The location defined by the unique resource locator (URL) being targeted by the campaign being the Website, as detailed within the Campaign Particulars.


1. The Company agrees to provide the Client with Conversion Rate Optimisation Services.

a. The Company shall deploy a functional variant testing website environment for the purpose of testing online elements with the objective of optimising the conversion rate metrics.

b. Due care will be taken by the Company to ensure the deployment is suitable to and tested for versions of web browsers including IE9, IE10, IE11, Google Chrome & Firefox including releases in the last 6 months, and Safari 7 & 8 for MAC however slight variations in appearance may occur.

2. The Client agrees to pay the Company the Fee for providing the Services. The Fee shall be payable during the Minimum Term by the amounts outlined in the Campaign Particulars.

3. The Company shall communicate to the Client the Campaign Particulars by email. The Client shall acknowledge and accept the Campaign Particulars by reply email (prior to the campaign commencing) and in doing so enters this Agreement for the provision of the Services. In the event a hard-copy Agreement is being utilised the Client shall acknowledge and accept the Campaign Particulars by signing the Agreement and furnishing the Company with a hard-copy, facsimile or scanned copy (prior to the campaign commencing) and in doing so enters this Agreement for the provision of the Services.

4. The Client acknowledges and agrees that:

a. This Agreement shall continue for the Term from the Agreement Date.

b. The client will provide or make available access to the website in the form of CMS, FTP, CPANEL or other details necessary for implementation of the testing environment and / or permanent deployment of the variant elements.

c. In the event that the Client fails to provide the correct access to the website or communicate around these details within 14 days of agreeing to these Terms of Service, the Client agrees that the Company will provide onsite testing as a separate document with instructions for the “Client” or nominated representative (such as a developer) to upload.

d. If work is delayed through no fault of the Company or if the Client changes their mind and no longer wants the Company to continue providing the Services (except where such change of mind arises because there is a breach by the Company of this Agreement), no refund or compensation will be payable by the Company to the Client. a. In the event that there is a breach by the Company of this Agreement, a remedy may be offered in the place of a refund.

e. All intellectual property relating to the testing procedure including, but not limited to, copywriting, graphics, analytical data and methodologies remains the property of the Company until all payments for the Term have been paid in full. The Client acknowledges that this data may not be used on any other web properties other than the Website.

f. Subject to the services being paid for in full, the Company shall grant use and licence of the conversion elements and designs to the “Client” who at their option may permanently deploy the test elements to their website or engage the “Company” to permanently deploy the test elements to their website at an extra charge quoted by the “Company” at the request of the “Client”.

g. In the event that the Client terminates the Services within the Minimum Term from the Agreement Date the entire outstanding Fee shall be immediately due and payable. The Client agrees that it shall be liable for and shall pay the balance of the Fees remaining within 14 days of termination.

h. The Client acknowledges that the Company can make no assurances that the implementation of the Services will result in an escalation of leads, enquiries or sales etc.

i. The Client agrees that should the Company undertake any tasks dependent on third party services, including but not limited to third party APIs, website services and libraries (e.g. Twitter API, Google Maps API, Facebook API), the Company cannot be held responsible for changes made to the third party service in question. This includes but is not limited to removal of support services, or changes the way in which a service is implemented. Should any further work be required as a result of such a change, the Company will be required to quote and charge for the additional work on a case by case basis.

j. The Client may not offer any form of employment to Company staff whilst using the Company services, or within 12 months of ceasing services.

5. To the extent permitted by law and subject to any consumer guarantees the Client has under the Australian Consumer Law, the parties agree that neither party shall be liable to the other for or in relation to any consequential loss (which includes but is not limited to loss of profits, loss of revenue, loss of business opportunities, loss of anticipated business opportunities, loss of anticipated savings and damage to goodwill) which relate to the obligations of the parties or arising from a breach by either party under this agreement.

6. To the extent permitted by law, the Client is liable for and agrees to indemnify the Company in respect of any loss or liability which the Company suffers, incurs or is liable for as a result of

a. any information given by the Client that is not accurate, up to date or complete or is otherwise misleading; or

b. any breach of these Terms, or

c. any damage to the reputation of the Company suffered as a consequence of the Clients breach of the Terms.

7. In consideration of the Company agreeing to provide the Services to the client, the Client agrees and warrants to the Company that it and its related parties shall not engage any Company staff either as an employee or contractor at any time during the Term of this Agreement or within 12 months of the termination of this Agreement.

8. The parties covenant that they will not at any time make any disparaging comments or disclose any information or make or publish any statement or do any other thing which may tend materially to harm or prejudice the other party’s reputation or good name (prejudicial information), this includes both parties not making disparaging comments or disclosing prejudicial information about the other through the use of social media, web discussion groups, websites or other like forums. The parties agree to immediately remove any prejudicial information posted online immediately upon written request of the other party.

9. The parties agree and acknowledge that this non-disparagement provision is a material term of this Agreement and the Company would not have entered into this Agreement without the inclusion of this provision.

10. The parties acknowledge and agree that a breach of this non-disparagement provision or disclosure of prejudicial information about the other party as described above will be a material breach of this Agreement and may cause material damage to the other party and that damages may be inadequate compensation for such a breach of this provision and, subject to the court’s discretion, the non-breaching party may restrain, by an injunction or similar remedy, any conduct or threatened conduct which is or will be a breach of this provision.

11. This Agreement is subject to the jurisdiction of the State of Victoria, Australia and the parties irrevocably submit to the jurisdiction of the courts of the State of Victoria.

12. If the terms of this Agreement differ from any other information that the Client has been provided with, including by email or phone, the terms of this agreement apply, unless the Company agrees to otherwise in writing. This Agreement and the Campaign Particulars supersedes all prior representations, promises and warranties.

13. The Client must not assign or deal with the whole or any part of its rights or obligations under the Agreement without the prior written consent of the Company. Any purported dealing or representation in breach of this clause is of no effect.