This Agreement is between: 

Arlene Wise t/as Wisely Works [ ABN 22305614614]  (“Wisely Works” “us”/ “we”)

And:

The Client as further described in the Schedule (“the Client/you/your ”)

 

  1. Why do we have this Agreement?
    • We have this agreement to formalise the web design and other services we will be providing and the terms and conditions upon which we will be providing those services. This Agreement commences on the Commencement Date and terminates in accordance with clause 10 or clause 4.  

 

  1. The Services we will provide
    • We will perform the Services outlined in the Proposal:
      • with due care, skill and diligence;
      • in accordance with all relevant legislation, regulations and requirements of authorities at the time.
    • The Services will be performed personally by us or Our Representatives. You authorise us to act as your agent in relation to the performance of the Services as set out in this Agreement. 
    • We agree to:
      • keep you informed of progress of the Services; and
      • keep all your documents secure and return all documents at the termination of this Agreement.

 

  1. Variations and additional services
    • After the Commencement Date, if you require any changes to the Services, or to add additional services, you must notify us as soon as possible, and we may provide you with an amended Proposal and our Fees, or terminate this Agreement at our discretion.
    • Additional charges will apply for any Non-Inclusions and any additional services not included in our Services as set out in the Proposal.
    • We will notify you as soon as possible if we need to vary the Services or this Agreement in any way.

 

  1. Your obligations
    • You must provide the Information required by us in order for us to perform the Services.
    • You represent and warrant that:
      • all Information you provide is true, correct, current and up- to date;
      • any Information you provide does not infringe on any third party Intellectual Property Rights; 
      • you will respond promptly to any of our requests for further information or feedback and approvals, and within 3 days;
      • the Client Representative has full authority to make all your decisions related to the Services. 
    • You acknowledge and agree that:
      • the Non-inclusions are not included in the Services; 
      • we may become aware during the performance of the Services that you may need additional services, and you agree to co-operate with us in this regard;
      • we may make recommendations of consultants, and may brief and co-ordinate consultants on your behalf, however, at all times, any engagement of a consultant is a contract between you and that third party and you are responsible for all payments to that third party, and we are not to be involved.
    • Where we engage in hosting services as part of the Services, you acknowledge and agree that the nature of Google is that changes to algorithms regularly occur and we cannot guarantee the success of any SEO conducted in respect of your business.

 

 

  1. Optional – Acceptance testing of services

You must, with our assistance attend to the Acceptance Testing of the services within 7 days of completion of the services.

If the services does not materially comply with the Acceptance Testing, you must notify us within 2 days, and we will set a new date for further tests.

 

  1. The Fees you need to pay
    • You agree that you will pay us the Fees for the Services.
    • You must pay the Deposit upfront and on or before the Commencement Date. The remainder of the Total Fees is due on or before completion of the services.  
    • We will invoice you for our Fees at the start of the Services and all invoices are due within the date state on the invoice.
    • Interest will be charged on any unpaid invoices at the rate of 10% per annum. Any legal collection fees that are incurred will be charged to you.
    • Where you do not engage us for website hosting as part of the Services, you must pay any domain or hosting fees directly to the domain host and in accordance with their terms and conditions. 
    • Where you provide your credit card details you authorise us to charge your credit card for all Fees without further approval.

 

  1. Cancellations and Refunds
    • Any cancellations with less than 30 days prior notice prior to the Commencement Date or prior to the following month’s work will incur a Cancellation Fee.
    • To the extent permitted by law, any further refunds for any cancellations of the Services are at our absolute discretion. 
    • We do not provide refunds for your change of mind, or where you failed to provide us with adequate information or clearly explain your needs, or where you have failed to act on our advice.  

 

  1. The Australian Consumer Law
    • You are entitled to various consumer guarantees, rights, and remedies under the Australian Consumer law in the Competition and Consumer Act 2010, including, but not limited to, consumer guarantees that the services are delivered within a reasonable time and with due care and skill.
    • Except as required by law, we do not make any further guarantees, including but not limited to that your sales or revenue will increase, or that your website traffic will increase.
    • Where we engage in website design, whilst we endeavour to ensure any website does not contain viruses or damaging components, we cannot guarantee your website or any third party apps and software will be uninterrupted, timely, secure or error free. You use any third party apps and software, including any downloading, installing, using modifying or distributing them at your own risk. We cannot guarantee any particular uptime.

  

  1. Intellectual Property and Publicity
    • You acknowledge and agree that you own or have a licence to use all Information you provide to us to assist us in performing the Services. You will retain all Intellectual Property Rights in all Information. 
    • We own or have a license to use all Intellectual Property Rights in any Materials we may provide you throughout the performance of the Services. 
    • Where we engage in website design, we retain all Intellectual Property Rights in the website design, and we grant you an exclusive licence to use the website in the form provided to you for the purpose of publishing on the internet, and for users to access and use the content as part of the website. 
    • You permit us to use your testimonial, images, video, logo and website pages for marketing and information purposes, or publications, exhibitions and professional awards. You must seek our prior written consent before any publication of information about our Services.  

 

  1. Limited Liability and Indemnity
    • To the extent permitted by law, our liability is limited, at our option to:
      • the replacement of the services or the supply of equivalent services; or
      • the payment of the cost of replacing the services or of acquiring equivalent services.
    • You agree and acknowledge that we are not liable for any Loss or damage which may result from the Services. 
    • In any case, our liability to you will not exceed the amount actually paid by you to us for the most recent invoice we have sent you that has been paid.
    • You acknowledge, agree and undertake to indemnify us and keep us at all times fully indemnified from and against any Claims whatsoever arising directly or indirectly as a result of any breach by you of this Agreement, any conduct by you in using our Services, any third party claims, any unauthorised or improper use of the Services, access codes, logins, any failure of the software or installation of security mechanisms. 

 

  1. Termination
    • We may either suspend the Services, or terminate the Services where there is an event of default as follows:
      • you fail to provide information in response to our requests within 14 days; 
      • you fail to pay our invoices within 7 days;
      • you request additional services and we are unable to complete the Services in accordance with the Proposal;
      • you become bankrupt or insolvent; or
      • you otherwise breach this Agreement. (“Event of Default”).
    • Upon termination for an Event of Default, we will take your website down and withdraw any access, and/or emails may stop working.
    • We may also terminate this agreement for any reason with 14 days prior written notice. 
    • Clause 9 ,10, 12 and 13 survive termination of this Agreement.

 

  1. If there is a dispute
    • If at any time any aspect of the Services are not reasonably acceptable to you, you will immediately notify us of any such reason, the specifics and will give a reasonable opportunity for us to respond and address any concerns.
    • If a dispute arises, you acknowledge and agree to keep it confidential.
    • In the event of any dispute that cannot be resolved, both parties agree to obtain an independent professional arbitrator/dispute resolution specialist to make a determination on the dispute and each party agrees to pay their own costs.

 

  1. The governing law and other matters.

This agreement completely states the agreement of the parties as to its subject matter. It supersedes, and its terms govern all previous communications, representations, inducements, undertakings, agreements and arrangements between the parties in respect of its subject matter. This Agreement may not be modified or amended except in writing signed by both parties. If any Services have been provided by us before the data of signing of this Agreement, the parties agree that this Agreement applies retrospectively. The failure by us to exercise any right, or enforce any provision in these Terms does not waive the future operation of that right or provision. In the event that a provision in this Agreement is not enforceable, such provision shall be severed from this agreement to the extent permitted by law, and the remaining provisions will remain in full force and effect. This Agreement must not be transferred or assigned without the prior written consent of the other party. This Agreement is governed by the laws from time to time in force in the state of QLD Australia.  Both parties agree to unconditionally submit to the non-exclusive jurisdiction of the courts of QLD for determining any dispute concerning this Agreement.

 

DEFINITIONS:

“Agreement” means these terms and conditions, and the Schedule including the proposal and our Fees.

“Claim” means any claim under statute, tort, contract or negligence, any demand, awards or costs.

“Commencement Date” means the date this Agreement is signed or the date that the services commenced, whichever is the earlier, and is described in the Schedule.

“Intellectual Property Rights” means all trademark, copyright, design rights, patents, trade secrets, confidential information and all other intellectual property rights whether registered or unregistered.

“Loss or damage” means any direct, indirect, consequential or incidental loss or damage including, but not limited to any loss, personal injury, death, negligence, loss of profits, revenue, salary, property damage, loss of enjoyment, virus or damage to your systems, or reliance on our Services.

“Materials” means any copy, data, information, documents, records, images, graphics, designs, and includes any booking process we develop for you. 

 “Our Representatives” means any of our employees, independent contractors, agents, consultants, advisors, and other representatives.

All other capitalised terms are defined in the Schedule.