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Terms & Conditions

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These terms apply to all services we provide, as at 1 July 2023.

 

hese are Origin Web Solutions terms and conditions for services relating to Digital Marketing. The client is engaging Origin Web Solutions (OWS) owned by ANA Digital Consulting Pty Ltd, ABN 65 648 552 569 (“Origin Web Solutions”, “ANA Digital”, “We”, “Us”, “Our”, “The Agency”). It is vital that you (“the Client”, “You”, “Your”) read and fully understand these terms and conditions, and their implications, before You engage Our services. Please contact Us if You do not understand any of the terms or conditions in this document.

Important: If you have signed a contract for a particular project or service, that contract supersedes all terms on this page.

This Contract may be modified or amended in writing, if the writing is signed by the party obligated under the amendment.

Approval to commence work, or receive any products or services, including by way of any payments, constitutes Your understanding and acceptance of these terms and conditions.

Definitions

“Project Quote”, “Website Quote” means the list of items defined in the scope of works provided to the Client, in any form, including but not limited to verbally, via email, via formal proposal document and sales collateral.

“Estimate” means Our approximation (best guess) as to the time and/or cost of a specific project or task, and is not to be considered a final quote. It is an indicative fee/timeframe only.

“Deliverable” means any item listed in the Project Quote for which We are responsible for providing to the Client.

“Project Questionnaire” means the questionnaire completed by the Client which outlines the Client’s requirements for the project.

“Business Day” means any day between Monday and Friday, inclusive, except for public holidays or when our office is closed.

“Business Hours” means 8.30am to 5.30pm AEST during Business Days.

“Design Revision”, “Revision Round” means one or more changes (for example, changes to a Website design), provided to Us by the Client, in a batch/list. We will confirm the list of changes to be included in each revision prior to implementation. Each list can include an unlimited number of items, however they must be submitted to Us simultaneously; additional items may be considered part of a new Revision Round, at Our sole discretion. Excessive changes within Revision Rounds may affect the overall project timeframe. The number of Revision Rounds permitted within any given project varies according to the Project Quote.

“Excess Work Fees” means any work involving additions to the list of items defined in the Project Quote, or changes to any and all pieces of completed projects, after approval by the Client or an authorised representative thereof.

“Both Parties” means Us and the Client.

“Services” means any and all products and services We provide to the Client at any time. This includes but is not limited to website development, web hosting, email hosting, graphic design, and consulting/advice.

 

Warranty (general)

We shall provide the Services and meet Our obligations under this Contract in a timely and professional manner, using knowledge and recommendations for performing the services which meet generally acceptable standards in Our community and region, and will provide a standard of care equal to, or superior to, care used by service providers similar to The Agency on similar projects.

Default

The occurrence of any of the following shall constitute a material default under this Contract:

  1. Your failure to make a required payment when due.
  2. The insolvency or bankruptcy of either party.
  3. The subjection of any of either party’s property to any levy, seizure, general assignment for the benefit of creditors, application or sale for or by any creditor or government agency.
  4. Our failure to make available or deliver the Services in a reasonable time and manner, subject to delays from the Client.

Governing law

This Contract shall be construed in accordance with the laws of the State of New South Wales, Australia.

Notice

Any notice or communication required or permitted under this Contract shall be sufficiently given if delivered in person or by certified mail, return receipt requested, to the address set forth in the opening paragraph or to such other address as one party may have furnished to the other in writing.

Assignment

Neither party may assign or transfer this Contract without the prior written consent of the non-assigning party, which approval shall not be unreasonably withheld.

Copyright

You guarantee to us that any elements of text, graphics, photos, designs, trademarks, or other artwork that you provide us for inclusion in the website are either owned by you, or that you have permission to use them.

When we receive your final payment, copyright is automatically assigned as follows:
You own the code, graphics and other visual elements that we create for you for this project.

Your images and text content will be stored on your Web Server, we are not required to keep your files once we have handed your project over.

We love to show off our work and share what we have learned with other people, so we reserve the right to display and link to your completed project as part of our portfolio and to write about your website on any media platform.

We also reserve the right to cancel our agreement at any time if we deem it to be unsustainable.

 

NON-DISCLOSURE

We (and any subcontractors we engage) agree that we will not at any time disclose any of your confidential information to any third party.

 

Approvals

While We take all care to avoid errors, We accept no responsibility for typographical errors, spelling mistakes or incorrect information on any project committed to print or production. It is Your sole responsibility to proofread and approve all final copy/content/layout/functionality and any other items before production. We will not be held responsible for any changes or amendments made after approval. The email verification by You or Your authorised representative, or payment of any outstanding invoices, shall be conclusive as to the approval of all work.

Stock content

Any stock content (including but not limited to photos, graphics, vector files, fonts, videos, and text content) We provide to You will be sourced from Our private image library or preferred stock website(s), unless stated otherwise. If You request that we source content from another source, additional fees will apply.

Marketing and communication

By commencing any project, You agree that We may add Your details to Our mailing list for the purpose of contacting You about offers and important information, and for any other purpose, at Our discretion. You may unsubscribe from Our mailing list at any time by contacting Us.

 

Client Materials

  1. Client must supply all text and image content required before project commencement in order for us to complete the work in accordance with any agreed delivery dates. Such materials may include, but are not limited to, written copy, images, photographs, logos and other printed material. Materials must be delivered electronically via email, Dropbox or Google Drive.
  2. Unless otherwise agreed, the materials should be supplied in full prior to the commencement of work. Receiving partial information is acceptable but commencement of work can only start once ALL applicable has been delivered to Start.
  3. Should there be a delay in supplying information to us this will lead to a delay in the completion of work and the launch timeframe provided. We reserve the right to extend any previously agreed deadlines. If your data is not supplied within one (1) month of project commencement, We reserves the right to place your project on hold. If data is not supplied within two (2) months of commencement, the project will be canceled and will be subject to cancellation fees.
  4. Where you fail to supply information which in turn prevents the progress of the work, we have the right to invoice you for any part or parts of the work already completed.

Scope Changes & Change Requests

Changes beyond the scope of the Quotation and/or any System Requirements documentation as signed off by the client will be charged for additionally. Changes to content, design, images and/or functionality that have previously been accepted as correct by the Client may also incur additional charges.

Once a project has commenced, we work within the scope and assumptions. Once a design concept has been approved for development we allow for 2 – 3 change requests. We will be unable to absorb more significant changes and variations. This will be communicated to you once we become aware.

Any deviation away from the agreed scope will need to be assessed on a case by case basis for any impact on the project scope and deadlines, and if required will be deemed as a variation and billed on a time and materials basis.

We have the right to limit the number of design change requests to a reasonable amount and may charge for additional designs if changes are requested to an already approved design.

Acceptance

During the development process and production review you must provide complete feedback within 7 calendar days of being requested. If no feedback is provided within this time, We reserves the right to move forward with the project, assuming no changes have been requested and that the work delivered to date is accepted in its current form. This will ensure the project meets any agreed upon timelines. Any changes requested past this time are subject to Start’s current prices and/or hourly rates for the corresponding work.

Web Browsers

Please note that not all web browsers are the same. We use the latest web technologies to deliver you a website that works on the latest platforms and devices. Whilst we conduct a full testing phase upon completion of the project your website may not display in the same way across older web browsers (eg. Internet Explorer 8,9 and 10).

Project Timeframes

Any time frames or estimates that we give are contingent upon your full co-operation and the complete content and photography being made available for the work pages. During development there is a certain amount of feedback required in order to progress to subsequent phases. It is required that a single point of contact be appointed from your side and be made available in order to expedite the feedback process.

Support and Warranty

During site development We will provide you with the opportunity to review any completed work on our staging server. If the Website is approved by you, or we receive no response from you within five (5) business days of our request, it will be deemed as completed and handed over once the final invoice has been paid.

Once a site has been handed over, you acknowledge that CMS applications (such as WordPress), require ongoing maintenance and updates to keep the site secure, stable and operational. You agree that it requires proactive monitoring, updates and/or patches to ensure the Website is secure from hackers and malicious scripts. For WordPress sites we provide a fully managed pro-active maintenance plans and a support service for an additional fee. While your site will be tested to conform to the latest versions of all modern web browsers, we cannot warrant WordPress, third party plugins or themes to be working without errors on any one specific browser.

Licenses for required plugins are covered to allow for the launch of a new site.  Subscription-based licenses are continued for the duration of SEO services and form a fundamental part of our SEO plans. In the case where an SEO plan is not required, subscription licenses can be managed on request.

We will review and repair any code based errors and/or issues that may arise from the website launch providing this is reported within 30 days of handover. Any design, layout, text changes or alterations will be subject to additional charges at our standard hourly rate.

Portfolio Rights

We retains the right to display, reproduce and distribute designs and results achieved in our portfolio and website, and within third-party publications, awards or exhibits.

Validity of Agreement

Either party can terminate the agreement on 7 working days’ written notice to the other party. We reserves the right to cease projects immediately without liability to provide the service and to terminate this agreement if you should go into liquidation or bankruptcy, or if you fail to meet any obligation in accordance with this agreement.

If at any point during the project a Client wishes to cancel, they may do so but will be invoiced an amount that We determines to be proportional to the amount of work completed on the project.

If the total amount of work completed is more than the first 30% invoiced, We has the right to invoice the extra hours completed.

Client Materials

We will provide the Client with Search Engine Optimisation Services (referred to as “SEO”) as described in this contract. We will use specific keywords and/or phrases to improve the search engine ranking of, and/or position the contents of the Client’s website.

We’s SEO services are intended to serve two main purposes: 1) to provide the Client with increased exposure in search engines, and 2) to drive targeted online traffic to the site.

All SEO campaigns and strategies are carried out in accordance with Google’s latest guidelines for site structure and optimisation. Every campaign is unique and dependent on the Client’s sector and competitive space.

Payment & Services

All fees are non-refundable. All fees, services, documents, recommendations, and reports are confidential in nature.

Cancellation

Termination must be advised in writing with 30 days notice. We may terminate this Agreement or the Services at any time with or without cause, and with or without notice. We shall have no liability to you or any third party because of such termination or action.

Client Acknowledgements

Client must acknowledge the following with respect to SEO services. No guarantees will be given as to the Client’s search engine ranking. We will endeavour to improve all onsite and offsite aspects of the Client’s site. We will abide by all Google recommended optimisation strategies and will continue to update the site content and ensure the Client site is being viewed by search engines in the best possible way. Search engines change their ranking algorithms on a regular basis and, whilst We will make relevant changes as required, ranking positions are at the discretion of the search engine. It is possible for the Clients website’s rankings to go backwards, if this were to happen, no liability will be on We and no refunds or discounts given.

Additional Services

Additional Services not listed herein (branded blog copywriting, print campaigns, creation of design elements, additional consulting, etc.) will be provided and charged accordingly at our hourly rate. This will be quoted additionally to our ongoing SEO services.

Portfolio Rights

We retains the right to display, reproduce and distribute designs and results achieved in our portfolio and website, and within third-party publications, awards or exhibits.

Client Obligations

During the term of this Agreement, the Client must:

  • Provide all necessary information to We upon request;
  • Provide other such access, documents, information or data as We reasonably requires in order to perform the Services. This includes the following: • Administrative/ backend access to the Clients website for analysis of content and structure
  • Permission to make changes for the purpose of optimisation, and to communicate directly with any third parties.
  • Unlimited access to existing website traffic statistics for analysis and tracking purposes.
  • Authorisation to use the Client’s image library, logos, trademarks, website images, brochures, content etc. for any use as deemed necessary.

Paid Advertising Management

As a part of our ongoing marketing services agreements, We will set up paid advertising campaigns and deliver paid traffic to the Clients website. These campaigns can be created using different networks, including Google/Meta/TikTok. However, if the search engines reject the advertiser web properties based on their editorial policies, the client will be informed in writing, and We will not be held responsible.

If a client subscribes to We’s remarketing services, it is their responsibility to ensure that all relevant privacy laws and policies (such as those established by Google and Meta) are followed for direct marketing.

The costs associated with media and clicks generated by these services will be charged directly by the respective platform. The client authorises We to provide their credit card details to the advertising platform for this purpose, and these fees will appear as separate charges on their credit card statement.

We will not be held accountable for any incorrect payments charged by third-party advertising platforms. The client must communicate directly with the advertising platform if any incorrect charges appear on their nominated account.

Payment & Services

Client must acknowledge the following with respect to Marketing services:

  • All fees are non-refundable.
  • All fees, services, documents, recommendations, and reports are confidential.
  • No guarantees will be given as to the Client’s results.

Changes beyond the scope of the Quotation will be charged additionally. This includes changes to content, strategy, design, images and/or functionality that have previously been accepted as correct by the Client. Additional changes will be charged at our hourly rate.

Cancellation

Termination must be advised in writing with 30 days notice. We may terminate this Agreement or the Services at any time with or without cause, and with or without notice. We shall have no liability to you or any third party because of such termination or action.

Client Acknowledgements

Client must acknowledge the following with respect to ongoing marketing services. We will endeavour to abide by KPI’s and goals outlined, however, no guarantees will be given as to the Client’s results.

Additional Services

Additional Services not listed herein (branded blog copywriting, print campaigns, creation of design elements, additional consulting, etc.) will be provided at our Agency hourly rate. This will be quoted additionally to our ongoing marketing services.

Portfolio Rights

We retains the right to display, reproduce and distribute designs and results achieved in our portfolio and website, and within third-party publications, awards or exhibits.

Taxes

We charge Goods and Services Tax (GST) on all products and services, unless otherwise stated in writing.

Payment terms

Our payment terms are strictly seven (7) days. A receipt will not be issued unless requested. Payments can be made via direct deposit (bank transfer), or credit card.

Our payment terms are 100% monthly in advance. Digital Marketing Campaigns run for a discrete calendar month, Campaigns that start mid-month may have their monthly budget accelerated or stretched to be used by the end of that discrete calendar month in accordance with the Clients preference.

Surcharges

We reserve the right to charge transaction fees for all payments for which we incur such fees.

Consumer Price Index (CPI)

We reserve the right to increase Our fees to reflect the increase in CPI at the end of every financial year. We will provide reasonable notice of such an intention if that does occur.

Refunds

Refunds for any project, product or service are issued at Our discretion. You must notify Us within seven (7) days of project completion of Your intention to seek a refund, and provide adequate justification of Your request, for Our review. Any requests outside of this timeframe will not be eligible for a refund.

Refunds are not available for business products and services, including but not limited to web hosting, domain registration, email services, and cloud backup solutions.

Any unused time in any given month of an ongoing service or management service does not roll over to future months and is forfeited.

Late payments and default

If any invoice is not paid when due, interest will be added to and payable on all overdue amounts at five per cent (5%) per calendar month (minimum of $50). You shall pay all costs of collection, including without limitation, reasonable attorney fees and internal costs for labour time where we have spent an unreasonable amount of time following up for your payment.

In addition to any other right or remedy provided by law, if You fail to pay for the Services when due, We have the option to treat such failure to pay as a material breach of this Contract, and may cancel this Contract and/or seek legal remedies. If You are having difficulty paying Your account, You must contact Us as soon as possible to discuss an equitable solution.

An account shall be considered in default if it remains unpaid for 30 days from the date of invoice or You have stated expressly that You do not intend to pay Our invoice, unless prior arrangements have been made.

If Your account is in default, You agree to pay Us reasonable legal expenses and third party collection agency fees in the enforcement of these Terms and Conditions. We accept no liability or responsibility for loss of income or damage to You for work removed from third party servers or other service providers as a result of non-payment and You will not take legal action for any situation arising from invoice disputes or removal of the disputed work in such cases. We reserve the right to attribute previous payments towards recouping Our costs on outstanding accounts; for example, if You have made payment for email services but owe Us a greater sum, We are entitled to cancel the email services to recoup fees through Our vendors. This applies to any and all Services We provide to You.

If you are unclear on any of the above conditions, please contact us on  +61 (2) 8090 9388 or  info@originwebsolutions.com.au

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