Terms & Conditions

Terms & Conditions

  1. Agreement
    • These General Terms & Conditions apply to the provision of services by Next IT Pty Ltd (ABN 54 635 739 945) (Next IT, we, us, our) to you as a user and customer of our services (you, your, the Client, the customer).
    • Your Contract with us for each Service is made up of:
      1. These General Terms & Conditions;
      2. Any relevant Service Level Agreements;
      3. Our Acceptable Use Policy; and
      4. Our Privacy Policy.
    • The documents listed above supersede all prior arrangements (whether written or oral) in relation to their subject matter.
    • We may change the terms and conditions of your Service by giving you notice of the change. If you continue to use the Service after that notice period, you will be taken to have agreed to the change. The period of notice depends on the nature of the change. If:
      1. the change will benefit you or have a neutral impact on you, we may make the change effective immediately and without advance notice;
      2. the change is required to comply with any law or requirement of any regulatory body we will provide a reasonable period of notice not exceeding 3 days;
      3. for all other changes, we will give you at least 30 days’ notice.
  2. Supply of Services
    • We shall use reasonable endeavours to supply the Services in accordance with your Contract until the Service is terminated in accordance with the Contract. We shall not be liable for any delay or failure to perform our obligations under this Contract if such delay or failure is due to termination of access to a Service by the end supplier of the Service or as a result of a change to the conditions of supply by that supplier.
    • Annual contracts will roll on a yearly basis without notice to you. Fixed contract period Services (other than a month-to-month or year-to-year contract) will automatically roll over for a further fixed contract period on the date notified to you by our reminder notice.
    • If your fixed contract period Service is to be auto-renewed, we will notify you of, and provide you the ability to cancel the impending auto-renewal. You must advise us prior to the auto-renewal date if you wish to cancel the Service. If we do not receive your cancellation or “do not renew” advice in time, we will auto-renew the Service to ensure it continues uninterrupted. Your Service will be renewed for the same duration at the then current applicable charges published on our website.
  3. Provision of Secure Access to Next IT Systems
    • You must keep all login details secure and confidential at all times and must not disclose them to anyone else (except those of your employees who need to know them for the purposes of their employment).
    • You agree that you are totally responsible for all actions of the people (if any) to whom you provide your login details (whether knowingly or not, and whether directly or indirectly) while they obtain access to our systems using those login details, and that we are entitled to treat instructions provided by those people through such access as instructions originating from you.
    • You must notify us immediately of any breach of security or unauthorised use of your login details to access our systems. We will not be liable for any loss you incur due to any unauthorised use of your login details.
  4. Your Obligations
    • You must provide us with such co-operation and support as we may reasonably request to perform the Services, including by:
      1. Responding promptly to our communications in relation to the Services; and
      2. Providing accurate and prompt responses to our requests for any information or documentation reasonably required by us to perform the Services.
    • You are solely responsible for obtaining any and all necessary intellectual property rights clearances and/or other consents and authorisations, including without limitation, clearances and/or consents in respect of your proposed domain name, any materials given by you to us, any content that you upload to your Service, and merchant services agreements between you and the relevant financial institutions.
    • You indemnify us from and against any and all liabilities incurred by us in connection with our:
      1. Use or reliance upon any images or trading names, or any data, information, specifications, documentation, computer software or other materials provided by you; or
      2. Compliance with any directions or instructions by you in relation to the provision of the Services.
    • Except to the extent that we expressly agree to do so as part of a Service, you must conduct backups of any of your data (whether hosted on our computer systems or provided to us in connection with the performance of the Services) at such intervals as are reasonable having regard to the nature of the data.
  5. Fees and Payment
    • You must pay us the Services fees as described and by the due date specified in any invoice sent to you or as required at the time of purchase. Yearly subscriptions are payable within 30 days of invoice issue, monthly subscriptions are payable within 7 days of invoice issue, all development work is due upon receipt of the invoice.
    • Upon provision of a credit card account, you authorise us to automatically debit your nominated credit card for all charges on issuance of a valid invoice. To minimise service disruption due to credit card expirations, our billing systems will automatically attempt to update the expiry date of your credit card when necessary to process payments, however we do not guarantee this will be successful. We remind you that it is your responsibility to ensure your credit card details are kept up to date at all times.
    • Annual, Monthly, quarterly or bi-annual fees are not refundable if your Service is terminated part way through a payment period.
    • Without prejudice to our other rights and remedies under this agreement, if any Development or Services fees are not paid on or before their due date, we reserve the right, immediately and at our sole discretion, to suspend the provision of Services to you until such payment is made (including any interest charged on overdue amounts, calculated at the rate of 10% per annum).
    • If we have taken action to recover overdue amounts from you, any reasonable costs incurred by us in recovering the debt, including but not limited to any legal expenses and collection agency charges, will be recoverable from you. Once we have initiated recover actions and engaged Debt Recoveries Australia, a fee of 20% of the overdue amount will be applied immediately and form part of the total owed.
    • Some customers nominate to transact with us by depositing funds into a prepaid credit account, which can then be used to pay for transactions within their account. In the event that there is an unused prepaid balance, the funds cannot be held indefinitely. Prepaid credit deposits will be forfeited if there is no activity on the account for a continuous 12-month period.
    • Payments are to be made to Next IT without any deduction or discount other than as stated in these Terms or in the relevant invoice or statement.
  6. Termination
    • Either party may terminate this Contract immediately by notice in writing to the other party if:
      1. the other party commits a material breach which cannot be remedied, of its obligations under the Contract;
      2. the other party commits a remediable material breach of its obligations under the Contract but fails to remedy that breach within 14 days of being required to do so in writing by the first party; or
      3. an insolvency event occurs with respect to the other party.
    • If we terminate a Service for a reason set out in 6.1, we shall also be entitled to immediately cease any of our other Services to you.
    • If you wish to terminate your account, you must do so by completing the online cancellation form, otherwise your account will be automatically renewed for the same subscription period and you will be liable for, and immediately invoiced upon the commencement of, such additional subscription period. We will not accept verbal instructions to terminate an account. To submit the cancellation form, login to The Client Area, select the service you wish to cancel’ then click on ‘Request Cancellation’. Submission of this online form will generate an automated email to the email address specified in the form, and within this email will be a unique tracking number that is the only proof of cancellation that will be accepted by us. We will complete the cancellation request to your service at the first available opportunity, however we acknowledge the date of lodgement of the cancellation request (where we have provided a receipt ID) as the date of cancellation.
    • Where the Contract does not state expressly that the Services are to be provided for a minimum fixed period or, following the expiry of such a period if specified and where renewal of a further fixed period has not occurred, either party may terminate the Contract on 30 days’ written notice to the other.
  7. Backups
    • Next IT provide nightly backups of our systems and databases, stored in AWS for up to 30 days
  1. Warranties
    • If you are not the customer, you warrant that you have the power and authority to enter into this Contract on behalf of the customer and will indemnify us for any breach of the Contract by the customer.
    • We do not warrant that the Services will be uninterrupted, timely, secure or error free, or that they will be free from hackers, virus, denial of service attack or other persons having unauthorised access to our services or those of our suppliers.
    • You agree that we may be required to perform maintenance in respect of our systems to ensure their satisfactory operation which may affect the availability or functioning of the Services. We will use reasonable endeavours to provide you with advance notice of any maintenance downtime, except when circumstances beyond our reasonable control prevent us from doing so.
    • All terms and warranties which might otherwise be implied by any legislation, the common law, equity, trade, custom or usage or otherwise in to the Contract, are expressly excluded to the maximum extent permitted by law.
    • If any goods or services supplied pursuant to this agreement are supplied to you as a ‘consumer’ of goods or services within the meaning of that term in the Australian Consumer Law as amended or relevant state legislation (“the Acts”), you will have the benefit of certain non-excludable rights and remedies in respect of the products or services and nothing in these terms and conditions excludes or restricts or modifies any condition, warranty, right or remedy which is so conferred by the Acts. However, if the goods or services are not ordinarily acquired for personal, domestic or household use or consumption, we limit our liability to:
      1. in relation to goods – the replacement of the goods or the supply of equivalent goods or payment of the cost of replacing the goods or acquiring equivalent goods; or, the repair of the goods or payment of the cost of having the goods repaired;
      2. in relation to services – the supplying of the services again; or the payment of the cost of having the services supplied again as in each case we may elect.
  1. Liability
    • Nothing in the Contract excludes or limits either party’s liability under or in respect of:
      1. Any indemnity;
      2. Any fraud or other criminal act;
      3. Personal injury or death caused by the negligence, breach of contract or other wrongful act or omission of that party; or
      4. Any other liability that cannot be excluded by law.
    • To the maximum extent permitted by applicable law, neither party is liable for:
      1. any indirect, special or consequential loss or damage, any loss of profit, revenue or business opportunities, loss of or damage to data or loss of goodwill arising out of or in connection with the Contract (whether or not the loss or damage may reasonably be supposed to have been in the contemplation of the parties as at the date the Contract was formed as a probable result of any act or omission);
      2. any loss or damage to the extent such loss or damage is caused or contributed to by the other party’s negligence, breach of contract or other wrongful acts or omissions; or
      3. any claim made 6 months or more after the circumstances giving rise to the claim first became known by the claimant or could, with reasonable diligence, have become known by the claimant.
    • Each party’s aggregate liability for any loss or damage in connection with the provision of the Service, which is not excluded or limited under this clause 6 is limited to the charges paid by you in respect of the Services for the preceding 12 months to any such claim.
  1. Access and Security

The Client agrees to provide the following to Next IT:

    • Access to a server within the client’s network with access to the public internet on which Next IT can install the integration services tool.
    • Database credentials with sufficient read, write and execute pernissions to the Synergetic database.
    • Permission to communicate directly with third parties, if necessary.
  1. Confidentiality
    • The parties must not disclose confidential information unless permitted by law or agreed.
    • Next IT may disclose confidential information for the purposes of providing services to Clients, including to other professionals or contractors.
    • Next IT may use Client information for marketing purposes providing that it does not disclose a Client’s identity or trade secrets.
  2. General
    • Except where expressly provided otherwise, any notice to be given by either party to the other may be sent by either email, fax, post or courier to the address of the other party as appearing in this agreement or ancillary application forms or such other address as such party may from time to time have communicated to the other in writing, and if sent by email shall unless the contrary is proved be deemed to be received on the day it was sent or if sent by fax shall be deemed to be served on receipt of an error free transmission report, or if sent by post or courier shall be deemed to be served two days following the date of posting.
    • Neither party may assign its rights or obligations under this Contract without the written consent of the other party which consent will not be unreasonably withheld; provided, however, that we may assign this Contract to a successor in connection with any merger, acquisition, or sale of all or substantially all of our business or assets to which this Contract relates.
    • We are free to sub-contract any of our obligations under the Contract, but such sub-contracting will not release us from our liabilities under the Contract.
    • A Client may accept these terms and conditions by:
    • using the services of Next IT services after being provided this agreement; and
    • returning a signed copy of this agreement in electronic or hard copy form.
    • Clients are responsible for providing Next IT with accurate and timely information.
    • Next IT may decline to provide services.
    • Clients are responsible for supplying content unless stated in the online acceptance.
    • Next IT is not responsible for delays caused by the late provision of content or images.
    • The Client acknowledges that Next IT:
      1. has no control over the policies and ranking algorithms of search engines; and
      2. is not responsible for exclusion of Clients’ websites from search engines or directories;
    • The liability of Next IT is excluded to the extent permitted by law.
    • To the extent that the liability of Next IT cannot be excluded, its liability is limited to the cost of its services or providing those services again, to the extent permitted by law.
    • Any term that is deemed unenforceable can be severed from this agreement and the remainder of this agreement will remain valid.
    • Next IT will not be liable for external factors affecting a site or its rankings, relating to the actions or inactions of Clients or third parties such as developers or Google.
    • Dates and times quoted for supply of services are approximate only.
    • Next IT may engage other professionals or contractors to provide services to Clients.
    • These terms and conditions constitute the whole agreement between Clients and Next IT.
    • This agreement can only be varied by a Client and Next IT in writing.
    • The Contract is to be interpreted in accordance with the laws of the State of Victoria.
  1. Release and Indemnity
    • You hereby expressly and irrevocably release and forever discharge Next IT, its affiliated and associated companies, and their respective directors, officers, employees, agents, representatives, independent and dependent contractors, licensees, successors and assigns of and from any and all actions, causes of action, suits, proceedings, liability, debts, judgments, claims and demands whatsoever in law or equity which you ever had, now have, or hereafter can, shall or may have, for or by reason of, or arising directly or indirectly out of your use of the Site and the Services.
    • You hereby agree to indemnify and hold harmless Next IT, its affiliated and associated companies, and their respective directors, officers, employees, agents, representatives, independent and dependent contractors, licensees, successors and assigns from and against all claims, losses, expenses, damages and costs (including, but not limited to, direct, incidental, consequential, exemplary and indirect damages), and reasonable attorneys’ fees, resulting from or arising out of
      1. a breach of these Terms,
      2. the use of the Services, by you or any person using your account or Next IT Username and password, or
      3. Any violation of any rights of a third party.
  2. Limitation of Liability
    • In no event shall Next IT be liable under contract, tort, strict liability, negligence or other Legal theory with respect to the site, the service or any content for any lost profits or Special, indirect, incidental, punitive, or consequential damages of any kind whatsoever.
  3. Termination & Cancellation
    • Next IT may terminate or suspend any and all Services and/or your Next IT account immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach the Terms. Upon termination of your account, your right to use the Services will immediately cease. If you wish to terminate your Next IT account, you must Contact us with your termination request. All provisions of the Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
    • You can contact us through the contact page or support area to issue a termination request.
  4. Change
    • Next IT reserves the right, at its sole discretion, to modify or replace the terms at any time. If the alterations constitute a material change to the terms, Next IT will notify you by posting an announcement on the site. What constitutes a material change will be determined at Next IT’ sole discretion. You shall be responsible for reviewing and becoming familiar with any such modifications. Using any service or viewing any content following notification of a material change to the terms shall constitute your acceptance of the Terms as modified.
  5. Miscellaneous
    • No agency, partnership, joint venture, or employment is created as a result of the Terms and you do not have any authority of any kind to bind Next IT in any respect whatsoever. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. Next IT shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond Next IT’ reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation (including “line-noise” interference). If any provision of the Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that the Terms shall otherwise remain in full force and effect and enforceable. Next IT may transfer, assign or delegate the Terms and its rights and obligations without consent. Both parties agree that the Terms is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of the Terms, and that all modifications must be in a writing signed by both parties, except as otherwise provided herein.
  6. Sole Agreement
    • The agreement contained in this Contract constitutes the sole agreement between Next IT and The Client regarding this project. Any additional work not specified in this contract must be authorized by a written change order. All prices specified in this contract will be honoured for three (3) months after both parties sign this contract. Continued services after that time will require a new agreement.
  7. Initial Payment and Refund Policy
    • This agreement begins with an initial payment of 50%. If, for any reason, you choose to terminate the development process during the design phase, Next IT will keep 50% of the project cost. If you decide to terminate the project after the design phase has been completed (i.e. during the production phase), you will be obliged to submit the full payment as outlined in the quote.
  8. Contact information
    • Except as explicitly noted on this site, the services available through this site are offered by Next IT, located at: 245 St Kilda Road, St Kilda, Victoria 3182.
  9. Governing Law
    • The agreement constituted by these terms and conditions and any proposal will be construed according to and is governed by the laws of Victoria. You and Next IT submit to the non-exclusive jurisdiction of the courts in and of Victoria in relation to any dispute arising under these terms and conditions or in relation to any services we perform for you.
  10. Definitions
    • “Client” means person or organisation to which Next IT provides services.
    • “Competitive Analysis Report” provides information about a Client’s competitors and their SEO activities, including competitors’ search engine ranking potential.
    • “Competitor” means person or organisation which operates in the same niche as the Client, and which targets similar keywords, in a similar geographical location as the Client.
    • “Confidential information” means information stated to be confidential, or information which a reasonable person would consider confidential.
    • “Initial Ranking Report” provides an analysis of where a website ranks in relation to other websites using similar keywords.
    • “Keyword” is a search term used to retrieve information through search engines.
    • “Keyword Research Report” provides a list of keywords that may optimise traffic to a Client’s website and suggestions on how best to use keywords.
    • “Link Building” means obtaining inbound links from non-Client websites and is an SEO technique aimed at improving the ranking potential of a Client’s website.
    • “Parties” means Client and Next IT.
    • “Search Engines” are computer programs used to retrieve information from computer networks such as Google, Yahoo and Bing.
    • “SEO Analysis” is continuous monitoring of the effectiveness of an SEO campaign and includes regular reports of the Client’s website traffic and rankings.
    • “SEO Services” means work done improving volume or quality of traffic to a website from search engines through unpaid or organic search results.
    • “Viral Content Development” is the creation of content aimed at improving traffic and links to a website.
    • “Website Audit Report” means a document that provides a review of factors affecting the usability, credibility, accessibility, current search engine ranking potential and comparative performance of a Client’s website; and includes recommendations for improving search engine rankings.