In order to become a client of WP Creative for ongoing website maintenance and update, you must agree to the following terms and conditions.
- A task can be a new website, change request, issue fix, software update or any other service provided by WP Creative to the Customer. Each separate task is treated as an individual project.
- Hosting Provider Company refers to the specialist companies where the Customer’s website is hosted.
- Service Provider refers to Naphix Pty Ltd T/A WP Creative.
- The word “contract” as it appears in these terms and conditions shall mean the contract between WP Creative and the Customer, which will be based on the terms and conditions contained within this Service Level Agreement.
- ‘Unknown Issues’ are those unforeseen technical difficulties that cannot be predicted beforehand.
- Estimated time of delivery (ETD) is a time frame given by the Service Provider to the Customer for delivery of a certain task.
- ‘Low Priority’ or ‘High Priority’ is the urgency levels set by the Customer for certain tasks while sending out a new job to the Contact Person.
- ‘Research and Scoping’ is a stage of pre-assessment where the Service Provider invests reasonable time to understand the background of the task and define the scope of the project.
- ISP stands for Internet Service Provider
- HPC stands for Hosting Provider Company
- Customer/ Client refers to your company
The terms and conditions contained in this agreement apply to all Service Provider Customers unless agreed in writing to the contrary. No other contract terms and conditions shall apply unless specifically agreed in writing between Service Provider and the Customer. In the event of any ambiguity between these terms and conditions and any terms agreed in writing between the Service Provider and the Customer then these terms and conditions will apply.
The Customer is hiring WP Creative located at 18/89 Jones Street, Ultimo NSW 2007 to perform website maintenance for the estimated total price as agreed between the parties.
1. Support Hours
Business hours: Monday to Friday- 10:00 am to 7:00 pm AEST
Support cannot be expected on weekends and public holidays observed in New South Wales. In the event that the Service Provider is closed for any other reason, the Service Provider will make reasonable efforts to notify the Customer via email, email auto-responders, social media and/or website. The Service Provider is not obligated to notify the Customer prior to any closings and cannot be held liable for lack of response during such closings.
2. Contact Support
Contact Person: Assigned Account Manager
Email: Assigned Account Manager’s email
Phone: Assigned Account Manager’s phone or 02 9281 3250
Response time: Within 24 hours
3. How it works
3.1 Ongoing Maintenance and Support
We create a staging server for each project and work on provided tasks/issues and routine maintenance on our staging server. Once everything is tested by our QA team and reviewed by the Project Manager, we will send you for review. Once approved by you, we will push the changes to the live website.
3.2 Hours Tracking
We track hours using the Zoho time tracker for each task that you send to us. You’ll get an online Timesheet dashboard to track your budget and expenses.
You will also receive a monthly report detailing the work we have completed on your website and the time allocated to each task.
3.3 Hours Rollover
Any unused hours will roll over to the next month. There’s no expiry on the banked hours.
3.4 Dedicated Day for Planned Work
To provide you with a quality service and deliver the task on time, we allocate a dedicated day and time for our developers to work on your planned tasks. For example, if you have 20 dedicated development hours per month, we allocate dedicated 5 hours every week on Wednesday so you can set priorities and plan ahead. During the kick-off call, you can discuss with the project manager what works best for you.
However, if you need any emergency support at any time i.e. the website is down, something is broken etc., you can contact your account manager for assistance. And that will be handled as a priority.
3.5 Additional Work
If the work requires more than the allocated hours for any point in time, we will notify you. From there, you have two options:
- You can schedule for the coming months (if not urgent)
- Upgrade the monthly plan with more hours to meet your needs.
There’s no expiry on the banked hours so you can use the hours whenever you need until used up completely.
Please discuss with us your needs at any time so we can suggest what we can do to support your business in varying circumstances.
3.6 Billable and Non-billable Hours
When our team starts the work on your project, they use a real-time time tracking software to track the hours spent on individual tasks. That you will be able to see on an online Timesheet Dashboard and track your expenses.
Sometimes, we need to do research on the new technology and discuss the new challenges internally, we don’t add that into your billable hours. Please see some examples to get an idea of billable and non-billable hours so you have a clear idea of what will be charged and what not.
Activities deemed billable –
- Performing actual work toward completing the project
- Meetings with the client to discuss the project requirements
- Project management and planning
- Quality assurance testing, revisions and fixes
- Emails, phone calls, Zoom meetings and communications
- Estimating a new task and client-directed research etc.
Activities commonly considered non-billable –
- Internal team meetings
- Administrative tasks like paperwork, filing and invoicing
- Internal education and training
- Research on new technologies etc.
3.7 Resolution time
Service Provider will always endeavour to resolve problems, get tasks done as swiftly as possible. It recognises that the Customer’s website is an integral part of their business. The Service Provider will provide estimated resolution times for any task but is unable to provide guaranteed resolution times (the time in which an issue/work is resolved, tested and delivered). This is because the nature and cause of the problem(s) can vary enormously. Service Provider is committed to providing Customer with progress updates during any service event.
The progress update is sent through email or phone communication between Account Manager and the Customer.
4. Services Rendered
4.1 Technical Support
We’ll offer support relating to your WordPress website as a priority.
4.2 Web Hosting, Email and Marketing Support/Third-Party Dealings
We don’t offer web and email hosting so you’ll need to host your website with another company who will handle downtime or email issues relating to your account. We will, however, monitor the downtime and deal with them when required.
You acknowledge that third-party companies are independent service providers so WP Creative cannot be held liable for any delay or downtime on your website. We will, however, do our best to minimise such situations as soon as we are aware of it.
4.3 Errors, Delays and Liability
Service Provider can’t guarantee that the functions built will always be error-free (we are human!) and delivered on time, so we can’t be liable to Customer or any third party for damages, including lost profits, lost savings or other incidental, consequential or special damages arising out of the operation of or inability to operate this website and any other web pages, even if you have advised us of the possibilities of such damages. The Customer also acknowledges that ongoing update in technology is inevitable, and errors might arise from time to time due to incompatibility in the system, so Service Provider cannot be held liable for such errors and delay in delivery but will work with the Customer to resolve the issues. Fixes for errors due to change in technology are billable and count towards your budgeted hours.
The Service Provider is providing a web-based service at a competitive price. The Service Provider is not insuring or underwriting the client’s chosen business model. The Customer acknowledges that internet services are inherently subject to technical failures and disruptions from time to time.
(a) To the maximum extent permitted by law:-
(i) The Service Provider will not be liable in any way for fines, penalties, taxes (except GST), exemplary/aggravated/punitive damages, liquidated damages, indirect/consequential losses (including loss of contract, loss of production, loss of revenue, loss of profit, lost opportunity costs, and/or other loss not arising naturally and directly according to the usual course of things) or legal costs and expenses arising from the subject matter of this Agreement; and
(b) The maximum liability of the Service Provider to the Customer is the lesser of:-
(i) the sum of Fees paid by the Customer to the Service Provider for the disputed month; or
(ii) the cost of re-supplying the services.
5. Mutual Cooperation
Service Provider agrees to use its best efforts to fulfil and exceed the Customer’s expectation on the deliverables listed above. You agree to aid us in doing so by making available to us needed information pertaining to your website and to cooperate with us in expediting the work. You also give us permission to make structural changes to the website to deliver better results and enhance performance, provided the changes are made in consultation with the Customer.
6. Terms of Payment
6.1 Billing Schedule and Payment
The service provider’s preferred method of payment is Direct Debit.
The service provider will send an invoice to Customer at the beginning of the month for the ongoing maintenance work with a link to set up a Direct Debit through Go Cardless – the payment processing platform.
6.2 Customer Agreement to Pay
Customer acknowledges that the upfront payment has to be made after signing the agreement to get started and each month thereafter for the monthly maintenance.
WP Creative reserves the right to stop work until payment is received.
6.3 Refund, Non-payments and Collection Costs
Service Provider only offers a partial refund if the work has not commenced at all. Please note, ‘Research and Scoping’ for any task that you send us is also billable and counts towards your budgeted hours.
7. Term and Termination
7.1 Period of Agreement
The period of this agreement is on a month-to-month basis. This Agreement shall automatically renew and continue indefinitely every month until terminated by either party upon not less than 30 days’ notice in writing given by either party to the other. This means you are required to give 30 days’ notice before the expiry of the agreement so it does not renew automatically.
7.2 Termination without Cause
Either party can terminate this Agreement at any time through written request. The party that would like to terminate the contract needs to give the other party 30 days written notice.
7.3 Payment for Non-Cancellable Materials
Any non-cancelable materials, services, etc., we have properly committed ourselves to purchase for your account, (either specifically or as part of a plan such as modules, photography and/or external services) shall be paid for by you, in accordance with the provisions of this Agreement. We agree to use our best efforts to minimise such liabilities immediately upon written notification from you. We will provide written proof, upon request of the Customer, that any such materials and services are non-cancellable.
7.4 Materials Unpaid For
If upon termination there exist any materials furnished by us or any services performed by us for which you have not paid us in full, until such time as you have paid us in full you agree not to use any such materials, in whole or in part, or the product of such services.
7.5 Transfer of Materials
Upon termination of this agreement, WP Creative shall transfer, assign and make available to Customer all property and materials in its possession or control belonging to the Customer.
8. Responsibilities of WP Creative and Customer
8.1 Customer Responsibility for Releases and Copyright
You guarantee that all elements of text, images, or other artwork you provide are either owned by your good selves or that you have permission to use them.
Copyright will be automatically assigned as follows:
- You’ll own the visual elements that we create for this project.
- We’ll give you source files and finished files and you should keep them somewhere safe as we’re not required to keep a copy.
- You own all elements of text, images and data you provided unless someone else owns them.
8.2 Customer Responsibility for Accuracy
You shall be responsible for the accuracy, completeness and propriety of information concerning your products and services which you furnish to us verbally or in writing in connection with the performance of this Agreement.
WP Creative acknowledges its responsibility, both during and after the term of its appointment, to use all reasonable efforts to preserve the confidentiality of any proprietary or confidential information or data developed by WP Creative on behalf of Customer or disclosed by Customer to WP Creative.
This Agreement also takes into account the NDA that has been signed between the parties (if applicable).
10. Third-Party Services and Referrals
Customer understands that Service Provider does not provide Marketing Services or Hosting Services as a part of Service Provider’s offerings. Service Provider might, however, recommend appropriate third party service providers in the market based on its experience. The engagement with such providers will be an informed decision by the Customer themselves and Service Provider takes no liability for the services rendered by such companies. This extends to all referrals given by Service Provider to the Customer.
Service Provider can coordinate with Customers’ third-party agencies when required, and these are billable which counts towards your budgeted hours.
The Customer also acknowledges that any plugins, stock imagery and content writing are not offered by Service Provider, however Service Provider can purchase such materials on Customer’s behalf. Purchase of such items are not included in the scope of the service unless agreed in writing (also see 15- Payment for Non-Cancellable Materials).
11. Force Majeure
Neither Party will be liable for or will be considered to be in breach of or default under this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any causes or conditions that are beyond such Party’s reasonable control and that such Party is unable to overcome through the exercise of commercially reasonable diligence. If any force majeure event occurs, the affected Party will give prompt written notice to the other Party and will use commercially reasonable efforts to minimise the impact of the event.
12. General Provisions
12.1 Governing Law
This Agreement shall be governed and construed in accordance with the laws of the Province/State of NSW.
12.2 Representations and Warranties
The parties each individually represent and warrant that each has full power and authority to enter into this Agreement and to perform all of their obligations hereunder without violating the legal or equitable rights of any third party.
12.3 Entire Agreement
Except as otherwise set forth or referred to in this Agreement, this Agreement constitutes the sole and entire Agreement and understanding between the parties hereto as to the subject matter hereof and supersedes all prior discussions, agreements and understandings of every kind and nature between them as to such subject matter.
If any provision of this Agreement is held to be illegal, invalid, or unenforceable under any present or future law, then that provision will be fully severable. In such instance, this Agreement will be construed and enforced as if the illegal, invalid, or unenforceable provision had never comprised a part of this Agreement, and the remaining provisions of this Agreement will remain in full force and effect.
Customer hereby grants the Service Provider the right of cross-reference or right of reference the Customer’s Name and/or Logo on its websites and brochures for marketing related purposes.