Website Development – Terms of Service
This is the agreement we use for delivering website services. We encourage you to read and understand the agreement as it explains what each of us is responsible for and is designed to protect you as well as us.
These terms and conditions define our working relationship with you. Unless otherwise agreed to in writing by both parties, these terms apply from the date of our Proposal and cover all of the deliverables you ask us to provide. If there is any part of the Proposal that you do not understand, please let us know before agreeing to these terms.
- All quotations are valid for a period of 14 days from the date of the quote only. After this time EFOUR Pty Ltd reserves the right to revise the quotation and associated costs and a new quotation may be required.
What we do
- We will provide the services and deliverables described in the Proposal in exchange for receipt of payment set out in the Proposal.
- We may subcontract part of the work or use external suppliers. Any subcontractors or external suppliers will be bound by the terms of this agreement.
Additional services and variations
- We can assist you with services not already identified in the Proposal. This will require a new agreement and attract an additional cost. Please note that service rates may be adjusted from time to time and will not necessarily be the same as set out in the current Proposal.
- Any additional work outside the scope of the Proposal including small tasks will be charged at our hourly rate.
- The online world is changing all the time. If we think something that we had offered to do is no longer effective, or no longer available, or there is something that we consider to be even better than what we first proposed, we may choose to change parts of the service offered to you. If we change parts of the service, we will let you know. There will be no extra cost to you, and no reduction in the price.
Testing, revisions, deviations and acceptance of the website
- Once the Website Design Draft has been completed, it will be provided to you for your revision and acceptance. The revision period is a maximum of 7 days. If there are changes outside the scope of this original agreement, we will need to revise the quote.
- By accepting the Website Design Draft you agree and acknowledge that your website will be built in accordance with the design specified in the abovementioned Website Design Draft.
- Once we believe the website is complete in accordance with the Proposal, we will notify you either verbally or in writing, and provide you with an opportunity to test and review the website.
- If there is a problem with functionality or you believe we have missed something in the Proposal, please let us know and we will carry out any necessary and reasonable modifications without extra charge.
- A total of 3 revisions including home page concept during the design phase;
- You have 7 days to provide changes and comments from the verbal or written notification that the draft has been completed. If you do not provide a response, we will proceed as if no changes are required;
- Changes and comments must be provided in writing;
- Changes and comments must be provided in one complete brief and not multiple emails;
- We will consider each email about changes as a separate round;
- Extended revisions outside of this scope will be charged at our hourly rates.
- Any additional work outside the scope of the proposal including small tasks will be charged either at our hourly rate and invoiced or annotated on the deviations section by quote on the last page of this proposal.
- During development or after handover of the website, if anyone other than us attempts to update, edit or alter website pages, infrastructure, source files or hosting management in a way that causes damage to individual pages or the website’s architecture, time to repair pages will be treated as additional work.
SEO – Search Engine Optimisation = appearing in search results
- We offer an SEO setup package, ongoing SEO and three local SEO packages for you to choose from, with different costs:
- SEO setup – included in all packages with a minimum six-month commitment;
- Ongoing SEO – including content creation;
- Basic Local SEO Ideal for a business looking for a suburb based local SEO presence, content creation is extra;
- Advanced Local SEO Ideal for a business looking for a capital city (or other city or regional hotspot) based local SEO presence, content creation is extra; and
- MultiLocation Local SEO Ideal for businesses with up to 5 locations, working on a local SEO presence for each of the locations, content creation is extra.
- During SEO setup we will audit your website, complete an analysis of your current SEO status, complete immediate fixes and provide recommendations for work to be done, and the priorities for that work over months. The more work required, the longer the time frame. If we recommend a time frame, we are unable to provide those services effectively in less time.
- For SEO setup, you will need to provide to us:
- Website login details;
- Google Analytics login details (we can create if required);
- Google Webmaster Tools login details (we can create if required); and
- Marketing email address for business listings if required.
- After SEO setup is complete, we will provide ongoing SEO services to the level you have requested. You may choose open ended services that can be cancelled at any time or commit to our services for a minimum term of 6 months, 12 months, 18 months or 24 months.
- If you have asked us to provide SEO services, we will work with you to develop a list of 10, 15 or 20 keywords for approval, depending on the service package you have chosen. You agree to indemnify us completely for any claims made against us regarding the use of those keywords in the provision of our Services for you.
- If you have asked us to provide local SEO services as part of one of our packages, we will require specific information from you before we can start setup for each business location, including:
- the business name, address and phone number exactly as it needs to be illustrated in local directories;
- your hours of operation;
- client reviews; and
- appropriate photos of your business location, services and team.
- We will require you to provide additional online content to us monthly, to support our SEO service delivery, as follows:
- a minimum of 1 x images;
- optional video content created by you;
- any new promotional material (e.g. special offer, event announcement, new staff);
- a minimum of 2 x client reviews;
- 1 x Google business post; and
- 1 x Google Plus article.
- Unless we offer an SEO performance guarantee as part of our services, we cannot guarantee that your objectives will be met or that your results will be consistent or improve.
- Our performance guarantee is a promise to get your website listed on page 1 of Google search results for a specific percentage of the 20 approved keywords, over time.
- Please see the attached SEO performance guarantee, if specified, in contract/proposal for services we agree to provide.
- All of our SEO strategies take time, are tested, measured and changed incrementally to try and achieve the best results. For this reason, our performance guarantee only comes into effect in the sixth month after we have started providing SEO services to you.
- Our SEO performance guarantees apply to local SEO packages only, under the following conditions:
- applicable to the 20 approved keywords;
- limited to the competition level identified when you request our services, being the low, medium or high competition SEO niche;
- there are no pre-existing Google penalties or algorithmic demotions affecting your website at the time we start working with you;
- during the time we are providing services there are no major changes to the Google algorithm that change the way websites rank, and or require changes in the SEO process;
- all on page recommendations are agreed to and approved by you promptly, to allow implementation in a timely manner;
- all requested monthly content is provided promptly;
- all off page SEO work is quality checked and approved by you for publication in a timely manner; and
- all service fees have been paid up to date.
- SEO services are dependent on how the platforms provided by third party suppliers (like Google) work. Those platforms may change without notice. We are not responsible for any loss or damage incurred by you as a result of changes made by third party platforms.
- Once we start providing SEO services, if you make changes to your website without talking to us first, that could negatively affect your search results and will void our performance guarantee.
How long will it take?
- We aim to deliver the services you have requested within the time frames or by the due date that we have promised in the Proposal. Naturally, if we are waiting on you to give us specific information, those time frames will be affected, and we will need to revise the due date.
- In the event you request a deviation from the original agreement the timeline will be amended accordingly.
- If something happens that is beyond our control like a force majeure event, and it is going to delay the time of delivery of the services, we will let you know straight away and tell you our revised due date.
- We rely upon you to provide timely materials and responses to our requests for information.
- If after repeated attempts to begin, continue or finalise the delivery of services you fail to participate or become unresponsive to our emails or phone calls for a period of 60 days without explanation (abandonment), the services will be cancelled.
- Upon cancellation of the services due to abandonment, you will pay us an amount equal to the greater of the deposit, or a reasonable amount for the expenses already incurred and work we have completed at that time.
- If the services are terminated due to abandonment, we will not and are under no obligation to provide any deliverables, any domain name registration within our control will be cancelled and hosting will cease.
- We will provide the services in a professional and competent manner. We will communicate our progress to you regularly.
- Upon payment in full for website development we will supply the last backup of the site and associated data and either:
- ensure the website is ‘live’ and visible on the internet, looking after your hosting and domain name registration as part of your Ongoing Management; or
- take all reasonable steps to transfer the domain name to your nominated registrar and handover the website data to you to transfer your hosting to another service provider.
- You authorise us to access your hosting account, disk space, create databases and applications, submit pages of your website to search engines and all other activities reasonably necessary to complete the deliverables set out in the Proposal.
- You authorise us to access your social media account to create the approved ad templates to your profile, if required as part of proposal / SEO plan.
- You authorise us to add a pixel to your website to allow conversion tracking of the Facebook ad campaign, if required.
- You authorize us to add your credit card details to your Facebook Ad campaign within Facebook to cover all chargers occurred from the actual advertising of the created ad, if required.
- You are responsible for providing to us all of the content you would like us to upload to your website, unless you have elected content creation as a service.
- You will provide all information and materials to us and respond to our requests within 7 days. If we do not hear from you within 7 days, work on your project will be suspended and the due date will be extended.
- You will carefully check the website for accuracy in all respects, ranging from spelling and grammar to technical illustrations. We are not liable for errors or omissions.
- You will cooperate with us so that we can complete the services in a timely and efficient manner.
- You will pay our accounts on time.
- You will provide us with 30 days’ notice of ceasing the agreement of your ongoing monthly payment for SEO services.
- You acknowledge that websites cannot be guaranteed to be 100% error free in construction and you acknowledge that the existence of errors falling short of a complete failure of consideration in the website development shall not constitute a reason to terminate the agreement between you and us.
- You indemnify EFOUR Pty Ltd or associated entities against any claims, actions, loss or damage (including legal costs) arising directly or indirectly from any:
- errors and omissions in content;
- unauthorised use of copyright works or other intellectual property in relation to your website;
- failure of software supplied to you;
- failure of services provided by the registrar;
- failure of services provided by the hosting provider;
- provision of services by us to you;
- loss of website data.
- You agree to pay the cost of the services and deliverables as set out in the Proposal. The prices set out in the Proposal are valid for acceptance for a period of 30 days from the date of the proposal and are otherwise subject to change.
- We require a deposit of 40% before commencing work for you. The balance of payments are due on completion of the stages and will be sent to you via invoice.
- We require the first monthly instalment before commencing work on the website. The balance of payments is due on the same day as the initial payment each month until the balance has been paid as identified in the proposal.
- By selecting an ongoing payment plan you have also agreed to a 12 month basic server support package as set out in this proposal and the monthly repayments will start on the same day one month after the balance for the website build has been paid in full.
- If you choose to upgrade your Ongoing Maintenance and SEO Package you will be charged for one package only.
- Your website will not be publicly accessible until payment for development has been received in full.
- Unless you have elected our Ongoing Management service, you are solely responsible for the payment of domain registration and hosting set-up and fees.
- Ongoing Management fees are payable monthly by direct deposit from your nominated account or by credit card. The monthly management costs are due on the same day each month. You authorise us to deduct the Ongoing Management fee at the agreed payment frequency until this agreement is cancelled.
- If your Ongoing Management fee falls into arrears, you authorise us to deduct the outstanding balance to bring your account back up to date.
- If an automatic direct debit payment is reversed by your financial institution, we will try to contact you to re‑try the debit. If the debit remains outstanding it will be processed within 14 days of the reversal with any reversal fees that apply. You authorise us to debit your account an amount equivalent to the amount our bank charges us for reversal fees in addition to the outstanding balance.
- If unpaid fees remain outstanding after attempts by us to rectify the arrears, we may forward the debt to a collection agency to take further action
- Please be aware that it is your responsibility to cancel direct debit facilities in respect of your Ongoing Management fees when this agreement expires, is cancelled or terminated.
- Once we have commenced work, fees are not refundable simply because you have changed your mind.
- If you do change your mind, you will pay us an amount equal to the greater of the deposit, or a reasonable amount for the expenses already incurred and work we have completed at the time you let us know that you don’t want us to proceed. We will tell you what we think is a reasonable fee and aim to reach an agreement with you.
Ongoing Management – domain names and hosting
- All domain name registrations are subject to availability and registration rules. We currently use Fast Comet Pty Ltd (registrar) or Net Virtue Pty Ltd (registrar) to manage domain names on behalf of our clients, although this is subject to change.
- If you have elected Ongoing Management services:
- you agree to be bound by our hosting terms of service; and
- we will manage the hosting, domain name and payment of applicable fees on your behalf. You authorise us to debit those fees from your account in your next monthly direct debit after they have been incurred.
- If you do not choose our Ongoing Management services, you are responsible for:
- all communications and support requests with your registrar and hosting provider;
- management of your domain name and payment of registration renewal fees; and
- payment of hosting fees.
- In the event that you not comply with the hosting terms of service or fall more than one month overdue on Ongoing Management fees, we have the right to do any one or all of the following actions:
- display a holding page or deactivation page in place of your website until the issue is resolved;
disable or deactivate the website or attached services. This may include loss of email functionality and/or web services may become unavailable; or
permanently remove any of your website data and/or emails from our server.
- You may bring an end to our Ongoing Management services by providing us with at least 30 days’ notice of termination. The balance of any monthly fees already paid will not be refunded. You will be responsible for nominating a hosting service and registrar for the transfer of your domain name and redirection of website data. Fees will continue to be charged to your account until you have provided us with the details necessary to effect transfer.
- If you choose to not continue with our host services, all fees associated with transferring your website and all associated files from our host server to another host server will be paid by you.
Open source software
- We use a lot of open source software and components to supply websites and services to clients. We do not charge additional licensing fees on open source software.
- All software and components not developed by us retain the original licence and terms associated with that software. We cannot assign any rights to you and you agree to be bound by the original developer’s licence terms.
Intellectual property – trademark, copyright etc.
- You warrant that you have all necessary copyright and other permissions to use and display online the content you provide to us for the website, and that such content does not infringe upon the intellectual property rights of any other person. You agree to indemnify us from any liability (including legal fees and costs), threatened or actual, arising from the use of information and content provided by you.
- You are responsible for managing any intellectual property complaint made in regard to any of the content or operation of your website.
- We reserve the right not to publish content unless you are able to provide adequate proof of permission to use that material.
- You consent to our creation of a credit and link in the footer of your website and agree to retain that link for a period of 12 months. You agree the credit and link will be removed in the event that you make, or authorise any other person to make, substantial changes to your website.
- You consent to our use of your website, associated graphics and any unused ideas and development in the promotion of our services.
Third party services
- The services we provide rely upon the continued operation of online facilities that we use. We will not be liable for any third-party failures affecting the provision of our services.
- You acknowledge that third party search engines may change their policies and systems at any time. We will do our best to accommodate those changes promptly but cannot be held liable for fluctuations, alterations or removal of your listing as a result of the actions of a third party which are out of our control.
- You acknowledge that third party browsers and devices may change their policies and systems at any time. Our services are aimed toward appropriate appearance on the most common browsers – Google Chrome, Explorer and Firefox – as well as mobile capability. We cannot guarantee that your website will appear perfectly on every available device.
- If you enter into an agreement with a third party as a result of our recommendation it is still your responsibility to understand and negotiate your own terms of agreement with them.
Limitation of Liability
- We make no guarantees about any improvement you may gain as a result of our services or any increase in business that may be generated for you through our services.
- You agree that the total aggregate liability to us for any claim by you in respect of any service of services provided to you is limited to the total amount paid by you, to us for that service.
- To the fullest extent permissible by law, and without limiting the application of Australian Consumer Law, in the event of any fault in the services, our liability will be limited at our choice to:
- the supplying of the services again;
- the repair of any fault in the services caused by us;
- the payment of the cost of having any fault in the services caused by us repaired; or
- the payment of the cost of having the services supplied again.
- This limitation of liability applies to the fullest extent permitted by law, and survives any termination or expiration of this agreement, or your use of our services.
- Confidentiality – Some of the information that you provide to us will be information that is clearly important and confidential to your business. We will only use that information to provide services to you and will not share it. Other information you provide will be for publication as part of the service we provide to you, and that information will not be kept confidential. Our contracts and business methods are confidential to our business, and we request that you keep them confidential.
- Privacy – Any personal information collected by us in the course of providing services will only be used to provide services to you and for no other purpose. If you provide us with a testimonial or referral, your name, job title and business may be published.
- Recommendations – if we make any third-party recommendations, we do so because to the best of our knowledge they are professional and successful service providers. You are still required to do all due diligence to protect your company, staff and your own legal rights.
- Relationship – We are providing services to you as an independent contractor and nothing in this agreement should be interpreted to suggest otherwise.
- Amendment – These terms can only be amended by agreement in writing between the parties.
- Assignment – You may only assign or transfer your rights or obligations under this agreement with our prior written consent.
- No Waiver – Any time or other indulgence granted by us will not in any way amount to a waiver of any of our rights or remedies under this agreement.
- Governing law – This agreement is governed by the laws of Queensland and you agree to be subject to the jurisdiction of the courts of Queensland, if there was a serious dispute between you and us.
- Severability – If for some reason a clause of this agreement turns out to be unenforceable, the rest of this agreement will continue unaffected and that term will be severed.
- Enforceability – Even if you don’t sign this agreement, if you purchase our services and we provide those services to you, you agree to these terms. You can sign this agreement and send a scanned copy to us rather than a paper original.
- Entire agreement – Whatever ends up in this document or the Proposal is the agreement between us and anything else discussed beforehand or afterward is not part of the agreement or fees charged unless it was included.
In this document the following definitions apply in order to avoid confusion:
EFOUR Pty Ltd ‘we’, ‘us’ or ‘our’ or ‘EFOUR Web Developers’ means EFOUR Pty Ltd;; EFOUR Trust ABN; 47 843 820 712, its officers, employees, contractors, successors and assigns.
Client ‘you’ or ‘your’ means you, our valued client as identified in the Proposal, your successors and assigns.
Agreement means the terms included in this document, the Proposal document(s) and any other material identified in this document, together with any exhibits, schedules or attachments to this document.
Content means all materials, information, photography, writings and other creative content necessary to produce the deliverables.
Copyright means the proprietary rights in original works of authorship, expressed in a tangible form, as defined and enforceable under Australian and International Copyright Law.
Deliverables mean the services and product specified in the Proposal to be delivered by to the Client, in the form specified in the Proposal.
force majeure event means an event that is beyond our control not limited to fire, earthquake, labour dispute, act of God, death, illness or incapacity affecting or any local, state, federal, national or international law, governmental order.
open source software means computer software for which the source code and certain other rights normally reserved for copyright holders are provided under a software licence that permits users to study, change, and improve the software.
Ongoing Management means the ongoing work to keep the website functioning and secure. This includes, but is not limited to, data management, backups, maintenance, upgrades and software updates, domain name renewal and hosting costs and support.
Services mean all work completed in order to provide the Client with the deliverables.