Legal

Terms and Conditions of Service

Webics Pty Limited (ACN 154 748 508)

1. Definitions and Interpretation

In this Agreement, unless the context indicates the contrary:

'Account Data' means the account and contact information submitted to the Services by the Client or End Users.

'Agreement' means this agreement and the Proposal.

'Client' means the client (or any person acting on behalf of and with the authority of the Client) as described on any quotation, work authorisation, Proposal or any other document as provided by the Supplier to the Client.

'Client Data' means Stored Data and Account Data.

'Confidential Information' means all information provided by one party to the other in connection with this Agreement where such information is identified as confidential at the time of its disclosure or ought reasonably be considered confidential based on its content, nature or the manner of its disclosure, but excluding:

information that enters the public domain or is disclosed to a party by a Third Party, other than through a breach of this Agreement; and
information developed independently by a party.

'Disbursements' means any unforeseen significant costs, charges, expenses or liabilities incurred by the Supplier and owed to Third Parties, which are not specified in the Proposal and are billable directly to the Client.

'End Users' means the users of the Client's Services account.

'Force Majeure Event' means any event beyond the control of the relevant party.

'GST' has the meaning given in A New Tax System (Goods and Services Tax) Act 1999 (Cth), or any other similar tax.

'Intellectual Property Rights' means all intellectual property rights, including all copyright, patents, trade marks, design rights, trade secrets, domain names, know how and other rights of a similar nature, whether registrable or not and whether registered or not, and any applications for registration or rights to make such an application.

'Payment Schedule' means the table outlining the due dates for payment of the Service Fee, as outlined in the Proposal.

'Proposal' means any sales document, quotation or service proposal provided by the Supplier to the Client in respect of the Services.

'Stored Data' means the files and data submitted to the Services by the Client or End Users.

'Supplier' means Webics Pty Limited (ACN 154 748 508) its successors and assigns or any person acting on behalf of and with the authority of Webics Pty Limited.

'Services' means the services to be provided by the Supplier to the Client in accordance with the Proposal and this Agreement.

'Service Fee' means the amount detailed in the Proposal and set out in the Supplier's tax invoices.

'Third Party' means an entity other than Webics Pty Limited (ACN 154 748 508) or its subsidiaries.

Unless the context requires otherwise:

a reference to a person includes a corporation or any other legal entity;
the singular includes the plural and vice versa;
headings are for convenience and do not form part of this Agreement or otherwise affect the interpretation of this Agreement;
the term "includes" (or any similar term) means "includes without limitation"; and
a reference to any statute includes references to any subsequently amended, consolidated or re-enacted version of that statute and all delegated legislation or other statutory instruments made under it.

2. Acceptance

Any instructions (whether electronic, written, oral or by conduct) received by the Supplier from the Client for the provision of Services constitute acceptance of the terms and conditions contained in this Agreement.
Where more than one Client has entered into this Agreement, the Clients shall be jointly and severally liable for all payments of the Service Fee.
Upon acceptance of these terms and conditions by the Client, the terms and conditions are binding and can only be amended with the written consent of the Supplier.
The Client must give the Supplier not less than 14 days prior written notice of any proposed change of ownership of the Client or any change in the Client's name and/or any other change in the Client's details (including but not limited to, changes in the Client's address, facsimile number, email address or business practice). The Client shall be liable for any loss incurred by the Supplier as a result of the Client's failure to comply with this clause.
Services are provided by the Supplier only on the terms and conditions of trade herein to the exclusion of anything to the contrary in the terms of the Client's order notwithstanding that any such order is placed on terms that purport to override these terms and conditions of Service.
None of the Supplier's agents, employees, contractors, sub-contractors or representatives are authorised to make any representations, statements, conditions or agreements not expressed by the Supplier in writing and the Supplier is not bound by any such unauthorised statements.

3. Supplier Services

In consideration of the payment of the Service Fee, the Supplier will provide the Services to the Client in accordance with this Agreement and the Proposal.
The Services to be provided to the Client are detailed in the Proposal.
The Supplier may engage Third Party service providers in the provision of the Services pursuant to this Agreement and the Proposal. The Client acknowledges and agrees that the provision of the Services may be subject to the acceptance of Third Party terms and conditions of services by the Client.
The Supplier may upgrade the Services from time to time by informing the Client via the email address associated with the Client's account.

4. Variation

If the Client requires any changes to the scope and nature of the Services to be provided as outlined in the Proposal, which the Supplier advises requires additional time, material or resources to be provided by the Supplier, such changes will occur as follows:
1. the Client will notify the Supplier of any changes it requires; and
2. following notification, the Supplier may (at its sole discretion) provide the Client with notice of:
  1. the changes required to the Proposal;
  2. the additional services required by such changes; and
  3. the additional fees required to undertake such additional services.
If the Client notifies the Supplier of any changes which it requires to the Services, the Proposal will be considered varied to include such changes as agreed by the parties if the Supplier agrees to the changes to the Proposal.
The Client acknowledges and agrees that any changes to the Services or Proposal will incur additional fees. Work outside the agreed scope is charged at $155 plus GST per hour (minimum half an hour for support, one hour for production work, billed in 15-minute increments), unless otherwise stated in the Proposal.

5. Client's Obligations

The Client must provide all required material and access to Client Data to assist the Supplier in the provision of the Services. All materials supplied by the Client must be provided in a form suitable for incorporation into the Services without any modification by the Supplier.
The Client is solely responsible for use of the Services by its End Users.
The Client may specify End Users as "Administrators" through the administrative console. Administrators may have the ability to access, disclose, restrict or remove Client Data in or from Services accounts. Administrators may also have the ability to monitor, restrict, or terminate access to Services accounts.
If any person makes any claim alleging that the materials supplied by the Client or any use of it by the Supplier in accordance with this Agreement, infringes any Intellectual Property Rights or any other right of any person, the Client must indemnify and hold harmless the Supplier from and against any such claim and from and against any loss (including reasonable legal fees) arising in connection with the claim.
The Client must not:
1. use, and must not attempt to use, the Services in a manner which violates any applicable laws and/or regulations;
2. use server or system resources in a manner that is excessive, or that materially degrades or threatens the performance, stability or security of the server or the Services, as reasonably determined by the Supplier;
3. run stand-alone, unattended or resource-intensive server-side processes that are not reasonably necessary for the ordinary operation of the Client's website or application;
4. use the Services to send unsolicited bulk or commercial email (spam) or in any way that breaches applicable anti-spam laws;
5. use the Services to store, transmit or distribute malware, or any material that is unlawful, infringing, defamatory or harmful; or
6. conduct any activity which causes the server to crash, restart or otherwise become unavailable to other users.
The Client acknowledges that the Supplier's responsibilities do not extend to the internal management or administration of the Services. The Client is responsible for:
1. maintaining the confidentiality of passwords and Administrator accounts;
2. managing access to Administrator accounts; and
3. ensuring that Administrators' use of the Services complies with this Agreement.
The Client agrees that it must not sell, resell, or lease the Services.
If the Client or the Supplier uses any Third Party service which interacts with the Services, the Client agrees that the Supplier will not be responsible for any act or omission of the Third Party, including the Third Party's access to or use of Client Data, and the Supplier does not warrant or support any service provided by the Third Party.
The Client agrees to comply with all reasonable security and configuration recommendations provided by the Supplier. The Client acknowledges that a failure to implement such recommendations may increase the risk of a security incident, and the Supplier is not liable for any loss arising from the Client's failure to do so.

6. Payment

The Client must pay for, and authorises the Supplier to charge using the Client's selected payment method, all applicable fees and Disbursements to give effect to the Services and this Agreement.
The Client agrees to make payment of the Service Fee in accordance with the Payment Schedule outlined in the Proposal. Time for payment of the Service Fee shall be of the essence.
At the Supplier's sole discretion, the Supplier may require the Client to make a prepayment or deposit towards the Service Fee as specified in the Proposal.
If requested by the Supplier, the Client agrees to execute a direct debit request form and enter into a separate direct debit agreement with a Third Party service provider engaged by the Supplier. Where the Client has executed a direct debit request form, the Client authorises the Service Fee to be debited from their nominated bank account in accordance with the terms of payment outlined in the Proposal.
The Supplier may suspend or terminate the Services if fees have not been paid by the Client within seven (7) days of the due date of payment in accordance with the Payment Schedule outlined in the Proposal. The Supplier may delete Client Data stored by it, at its sole discretion for non-payment by providing the Client with thirty (30) days' written notice.
The Supplier may provide the Client with a tax invoice setting out the Service Fee and any additional fees and Disbursements from time to time required to be paid by the Client. The Client must pay the Supplier the amounts set out in the tax invoice within fourteen (14) days of the date of invoice. Time for payment of the Service Fee shall be of the essence.
A late payment administration fee of $10 (minimum) applies to any overdue tax invoice. In addition, interest on overdue tax invoices shall accrue and compound daily from the date when payment becomes due, until the date of payment, at a rate of ten percent (10%) per annum, after as well as before any judgment.
If the Client defaults in payment of any invoice when due, the Client agrees to indemnify the Supplier from and against all costs and Disbursements incurred by the Supplier in pursuing the debt including legal costs on a solicitor and own client basis.
The Client agrees that any credit information provided to the Supplier may be used and retained by the Supplier for the purpose of marketing its services, daily operation of the Client's account, collecting amounts outstanding or obtaining a consumer credit report about the Client.
The Supplier does not accept payment by bank transfer for amounts under $500. Payment by credit card is required for such amounts.
The Supplier may revise the fees by providing the Client at least thirty (30) days' notice in writing. Fees payable to Third Parties (including domain, Microsoft 365, and Google Workspace subscriptions) may change in line with the relevant Third Party and such changes may take effect without prior notice from the Supplier.

7. GST

Unless otherwise stated, all amounts payable under this Agreement are expressed exclusive of GST.
In respect of any taxable supply, the Client must pay to the Supplier an additional amount equal to the prevailing GST rate, payable at the same time and in the same manner as the Service Fee.

8. Recurring Services and Minimum Terms

Ongoing or recurring Services (including but not limited to digital marketing, search engine optimisation, paid advertising management, hosting, website support plans, Microsoft 365, Google Workspace, email security and managed IT services) continue until cancelled in accordance with this Agreement.
Where the Proposal states a minimum contract term, the Client is committed to that minimum term and remains liable for the applicable Service Fee for its duration.
Unless otherwise stated in the Proposal, recurring Services renew automatically at the end of each billing period.

9. Cancellation

The Client may cancel any Services by providing the Supplier with not less than thirty (30) days' written notice.
Where a minimum contract term applies, cancellation takes effect no earlier than the later of the end of the minimum term and the end of the 30-day notice period.
The Client remains responsible for all Service Fees and charges for work performed and Services provided up to the effective date of cancellation.
Fees paid in advance are non-refundable except where a refund is required by the Australian Consumer Law.
Third Party subscriptions and licences (including but not limited to domains, Microsoft 365 and Google Workspace) are subject to the relevant Third Party cancellation and commitment terms, which may differ from this clause.

10. Intellectual Property

The parties acknowledge that future Intellectual Property Rights in the Services including the design and content provided under this Agreement, other than the materials provided by the Supplier, will vest in the Client upon receipt by the Supplier of full payment.
The Supplier retains ownership of all of its pre-existing Intellectual Property Rights, including its own tools, code, frameworks, templates and methods used in providing the Services.
The parties agree that this Agreement does not grant the Supplier any Intellectual Property Rights in the Client Data.
The Client grants the Supplier the limited rights that are reasonably necessary for the Supplier to offer the Services (including but not limited to the rights required to host Client Data).
The Supplier retains the right to display work produced under this Agreement in its portfolio and marketing materials.

11. Confidentiality

A party must not, without the prior written consent of the other, use or disclose the other party's Confidential Information unless expressly permitted by this Agreement or required to do so by law or any regulatory authority.
A party may:
1. use the Confidential Information of the other party solely for the purposes of complying with its obligations and exercising its rights under this Agreement; and
2. disclose the Confidential Information to its personnel or advisers to the extent necessary for them to know the information for purposes related to this Agreement, but only if reasonable steps are taken to ensure that the confidentiality of the information is retained.
Each party must implement and maintain effective security measures to prevent unauthorised use and disclosure of the other party's Confidential Information whilst it is in the receiving party's possession or control.
Each party must return, or at the other party's option destroy, all Confidential Information of the disclosing party in the receiving party's possession or control, on the earlier of the Supplier's request or on termination of this Agreement for any reason.
Where the Supplier engages Third Party service providers in the provision of the Services, the Client agrees that the Supplier may disclose the Client's Confidential Information for the purposes of complying with its obligations and exercising its rights under this Agreement.

12. Privacy and Data Protection

Each party agrees to comply with its obligations under the Privacy Act 1988 (Cth) and the Australian Privacy Principles in respect of any personal information handled in connection with this Agreement.
The Supplier handles personal information in accordance with its Privacy Policy, available on the Supplier's website, which the Client acknowledges it has had the opportunity to review.
The Client warrants that it has obtained all necessary consents and authorisations to provide any personal information to the Supplier, and to authorise the Supplier to handle that personal information for the purposes of providing the Services.
Each party agrees to take reasonable steps to protect personal information in its possession or control from misuse, interference, loss, and unauthorised access, modification or disclosure.
If either party becomes aware of an eligible data breach (within the meaning of the Notifiable Data Breaches scheme under the Privacy Act 1988 (Cth)) affecting personal information handled under this Agreement, it must notify the other party as soon as reasonably practicable and cooperate in good faith to assess and respond to the breach.
The Client acknowledges that personal information may be stored or processed by Third Party service providers, including providers located overseas, in connection with the Services.

13. Warranties

The Client acknowledges and agrees that the Supplier makes no representation or warranty that:
1. the Services provided will be error-free and free from defects;
2. access to the website will be timely, secure, uninterrupted and/or error-free;
3. the domain name applied for by the Client will be registered in the Client's name, or is capable of being registered by the Supplier;
4. the website or the server which stores and transmits the website is free from viruses or any other harmful components;
5. the Services will render the results in accordance with any prior representations made, or specifications provided, by the Supplier to the Client prior to the date of this Agreement; or
6. the Services will deliver the outcomes substantially in accordance with the Client's specifications.
The Client acknowledges and agrees that the Supplier does not guarantee any specific search engine rankings, traffic, leads, conversions or advertising results, as these depend on factors outside the Supplier's control, including Third Party platforms and search engine algorithms.
The Client acknowledges and agrees that no security, IT or email security Service can guarantee the prevention of all security incidents, breaches, malware, data loss or unauthorised access. Security and monitoring Services are provided on a reasonable-endeavours basis.
Where the Services include the use of artificial intelligence tools or AI-generated output, the Client acknowledges that such output may be inaccurate, incomplete or unsuitable for a particular purpose, and the Client is responsible for reviewing and verifying any AI-generated output before relying on it.

14. Liability

The Client expressly acknowledges that it is solely responsible for maintaining and backing up any Client Data. Where the Services include a data migration, the Client is responsible for verifying its own backups before any migration is undertaken.
To the full extent permitted by the Australian Consumer Law contained in Schedule 2 of Competition and Consumer Act 2010 (Cth), the Supplier excludes all liability in respect of loss of Client Data, interruption of business or any consequential or incidental damages (including due to negligence) incurred by the Client in relation to the provision of Services.
To the full extent permitted by law, the Supplier excludes all representations or terms (whether express or implied) other than those expressly set out in this Agreement.
If the Services supplied under this Agreement are supplied to the Client as a 'consumer' of services within the meaning of that term in the Australian Consumer Law, the Supplier limits its liability in respect of all claims, at its option, to:
1. the supply of the Services again; or
2. the payment of the cost of having the Services supplied again.
The Client agrees that the Supplier's total aggregate liability for all claims relating to this Agreement is limited to the total Service Fee paid by the Client to the Supplier in the three (3) months immediately preceding the event giving rise to the claim.
The Client agrees to indemnify the Supplier in relation to all claims, actions, liabilities, costs and expenses (including legal costs on a full indemnity basis) resulting from the Supplier's failure to comply with this Agreement.
The Client agrees that the Supplier is not liable for Third Party claims.

15. Sub-contractors

The Supplier may appoint sub-contractors to perform the Services under this Agreement.

16. Security and Charge

Despite anything to the contrary contained herein or any other rights which the Supplier may have, where the Client is the owner of land, realty or any other asset capable of being charged, the Client agrees to mortgage and/or charge all of its joint and/or several interest in the said land, realty or any other asset to the Supplier or the Supplier's nominee to secure all amounts and other monetary obligations payable under this Agreement. The Client acknowledges and agrees that the Supplier (or the Supplier's nominee) shall be entitled to lodge where appropriate a caveat, which caveat shall be withdrawn once all payments and other monetary obligations payable hereunder have been met.
Should the Supplier elect to proceed in any manner in accordance with this clause and/or its sub-clauses, the Client agrees to indemnify the Supplier from and against all the Supplier's costs and Disbursements including legal costs on a solicitor and own client basis.
The Client agrees to irrevocably nominate, constitute and appoint the Supplier or the Supplier's nominee as the Client's true and lawful attorney to perform all necessary acts to give effect to the provisions of this clause.

17. Domain Names

The Supplier is a reseller for the auDA accredited registrars Synergy Wholesale and TPP Wholesale and also a reseller for the registrar Enom Inc.
The Supplier accepts no responsibility in respect of the use of a domain name by the Client. Any dispute between the Client and a Third Party regarding a domain name must be resolved between the parties concerned and the Supplier will take no part in any such dispute. The Supplier reserves the right, on or becoming aware of such a dispute, at the Supplier's sole discretion and without giving any reason, to either suspend or cancel the domain name, and/or to make appropriate representations to the relevant naming authority.
The Client agrees that the Supplier is not obliged to renew the Client's domain name if the Client does not confirm to the Supplier that the domain name should be renewed. The Supplier is not liable for any loss or damage resulting from non-renewal of the Client's domain name. The Supplier may not renew the Client's domain name where the Client has unpaid invoices or is in breach of this Agreement.
The Client acknowledges that the Supplier's primary method of communication for domain renewal purposes is via email. The Supplier will not be held responsible for the non-renewal of the Client's domain name if the Client's email contact details are not kept up to date.

18. Google Ads and Paid Advertising

The Supplier may use proprietary assets, tools and resources in the management of the Client's paid advertising campaigns, including but not limited to master negative keyword lists, scripts, custom audiences, ad copy templates and account structure. The Client acknowledges and agrees that all such assets remain the Intellectual Property of the Supplier at all times, and will be removed from the Client's account upon cancellation or termination of the Services.
Where the Supplier manages a paid advertising account on behalf of the Client, the Client's access to that account is limited to read-only access. The Client agrees not to request or require any higher level of access while the account is managed by the Supplier.
Where the Supplier funds or pays the advertising budget for a campaign, the Client acknowledges and agrees that the entire advertising account, including all campaigns, account structure, settings, historical data and performance data, is the sole property and Intellectual Property of the Supplier. Such accounts and data will not be handed over, transferred or assigned to the Client upon cancellation or termination of the Services for any reason.
This clause applies despite any other provision of this Agreement, including the Intellectual Property and Cancellation clauses.

19. Third Party Platform Terms

Some Services rely on or are provided through Third Party products and platforms, including but not limited to Microsoft 365, Google Workspace, Google Ads, hosting infrastructure and email security services.
The Client acknowledges and agrees that use of these Services is subject to the relevant Third Party's terms of service, acceptable use policies, data processing terms and privacy terms, and that the Client is bound by those terms.
The Client acknowledges that Third Party terms, features, pricing and availability may change at any time at the discretion of the Third Party and outside the control of the Supplier. The Supplier is not liable for any change to, suspension of, or discontinuation of any Third Party product or platform.
The Supplier does not warrant or support any Third Party product or platform and is not responsible for any act or omission of a Third Party.

20. Termination

A party may terminate this Agreement by written notice to the other if any of the following events has occurred in respect of the other party:
1. a material breach of this Agreement which is not remediable or if capable of remedy, where the other party fails to remedy within 21 days of written notice; or
2. an insolvency event occurs, other than an internal reconstruction with notice to the other party.
The Supplier may terminate this Agreement in its sole discretion, immediately without notice if:
1. the Client breaches a term of this Agreement;
2. the Client engages in fraudulent, illegal, defamatory, offensive activities or any activity in breach of the Supplier or a Third Party's rights; or
3. the Client's use of the Services adversely affects the operation of the Service as determined by the Supplier in its sole discretion.

21. Suspension of Services

The Supplier may suspend the Services, in whole or in part, without terminating this Agreement, where:
1. the Supplier reasonably believes there is a security incident, suspected security breach, or threat to the integrity or security of the Services or any Third Party platform;
2. suspension is reasonably necessary to comply with a law, regulation or direction of a regulatory or naming authority;
3. the Client is in breach of this Agreement, including non-payment; or
4. a dispute exists between the parties that the Supplier reasonably considers warrants suspension pending resolution.
The Supplier will, where reasonably practicable, give the Client notice of any suspension and the reason for it, and will restore the Services as soon as reasonably practicable once the circumstances giving rise to the suspension have been resolved.
Suspension of the Services does not relieve the Client of its obligation to pay any Service Fee that is due, and the Supplier is not liable for any loss arising from a suspension made in accordance with this clause.

22. Consequences of Termination

If this Agreement is terminated or expires for any reason, then, in addition and without prejudice to any other rights or remedies available:
1. the parties are immediately released from their obligations under the Agreement except those obligations listed in clauses 6, 7, 9, 10, 11, 12, 14, 16, 18, 19 and 25 and any other obligations that, by their nature, survive termination;
2. each party retains the claims it has against the other;
3. the Client must immediately pay all outstanding Service Fees; and
4. the Supplier may delete all of the Client Data in its sole discretion by providing the Client with thirty (30) days' written notice.

23. Notices

All notices must be in writing and can be given by:
1. hand delivery during normal business hours;
2. ordinary post;
3. registered post;
4. facsimile; or
5. electronic mail.

24. Dispute Resolution

If a dispute arises between the parties in connection with this Agreement, a party must not commence court proceedings (other than for urgent interlocutory relief) unless it has first complied with this clause.
The party claiming a dispute has arisen must give the other party written notice setting out the nature of the dispute.
The parties must, within fourteen (14) days of the notice, meet in good faith and use reasonable endeavours to resolve the dispute by negotiation.
If the dispute is not resolved within a further fourteen (14) days, either party may refer the dispute to mediation administered by the Australian Disputes Centre, with the mediation to be conducted in New South Wales, before commencing court proceedings.
Each party must bear its own costs of complying with this clause, and the parties must share equally the costs of any mediator.

25. Non-Solicitation of Staff

During the term of this Agreement and for a period of twelve (12) months after its termination or expiry, the Client must not, without the prior written consent of the Supplier, directly or indirectly solicit, entice away or employ or engage any person who is or was an employee or contractor of the Supplier and who was involved in providing the Services.
This clause does not prevent the Client from employing or engaging a person who responds to a bona fide general recruitment advertisement not specifically targeted at the Supplier's personnel.
The Client acknowledges that this restraint is reasonable and necessary to protect the legitimate business interests of the Supplier. If any part of this restraint is found to be unreasonable or unenforceable, it is to be read down or severed to the extent necessary while preserving the remainder.

26. General Provisions

The Client must not assign or otherwise deal in any other way with any of its rights under this Agreement without the prior written consent of the Supplier.
Nothing contained in this Agreement creates any relationship of partnership or agency between the parties.
If a provision of this Agreement is invalid or unenforceable it is to be read down or severed to the extent necessary without affecting the validity or enforceability of the remaining provisions.
Each party must at its own expense do everything reasonably necessary to give full effect to this Agreement and the events contemplated by it.
This Agreement (and any documents executed in connection with it) is the entire Agreement of the parties about its subject matter and supersedes all other representations, arrangements or agreements. Other than as expressly set out in this Agreement, no party has relied on any representation made by or on behalf of the other.
This Agreement may be amended only by a document signed by all parties and in accordance with the terms of this Agreement.
A provision of or a right under this Agreement may not be waived or varied except in writing signed by the person to be bound.
This Agreement may be executed in counterparts which will be taken together to constitute one document.
A party will not be responsible for a failure to comply with its obligations under this Agreement to the extent that failure is caused by a Force Majeure Event, provided that the party keeps the other closely informed in such circumstances and uses reasonable endeavours to rectify the situation.
Without limiting any other right to terminate under this Agreement, if a Force Majeure Event affects a party's performance under this Agreement for more than thirty (30) consecutive days, the other party may immediately terminate this Agreement by written notice.
This Agreement is governed by the laws of New South Wales and each party submits to the jurisdiction of the courts of New South Wales.

Questions about these terms? Email support@webics.com.au or call 1300 932 427. See also our Privacy Policy.