1.1 - Please read these Terms and Conditions, as well as any associated documents, carefully. By responding to the initial service email or attending to payment of any Service Fee, you are agreeing to be bound by these terms and conditions.

1.2 - In consideration of the payment of the Fee by the Client, Webwork Foundry will provide the Services in a professional and timely manner as outlined via mutual agreement over channels such as email or contract, otherwise known as Development Plans.

1.3 -  The Client will provide approvals, authorisations, information, passwords, instructions, images, videos, content or such other matters as requested by Webwork Foundry in a timely manner. The Client acknowledges that any failure to do so may cause delivery dates to be delayed or extended. The Client also acknowledges that the content provided to Webwork Foundry is not copyrighted and assumes the Client has full rights over images, videos, text and other materials provided to Webwork Foundry to complete the Service.

1.4 - Within 14 days of the completion of any part of the Services by Webwork Foundry, and/or written notice that the Services (or any part of the Services) are complete, the Client must provide written notice of any defects, faults or bugs, failing which, the Services will be deemed to have been accepted.

1.5 - Upon commencement of the Services:
a) you appoint us as your consultant to provide the Services; and
b) we accept our appointment as a consultant and agree to provide the Services to you, on the terms set out in this agreement. The appointment will continue until this agreement ends.

1.6 - Client acknowledges that registration of Domain Names is subject to availability, and rules, regulations and policies of ICANN. Where the Domain Name requested by the Client is unavailable, the Client and Webwork Foundry will use best endeavours to create an alternative that is registrable. The Client will withhold complete rights and ownership of the Domain Name, Webwork Foundry does not associate ownership nor does not purchase Domain Names on behalf of the Client. It is preferred that the Client already has paid and owns that domain name, else we can assist the Client in purchasing the Domain Name that is owned by the Client via a video, screen sharing call. We do not guarantee domain name availability nor do we guarantee the visibility of your website on search engines, we only uphold implementing best practice SEO methods.

1.7 - We may vary these terms and conditions at any time either by:
a) providing you with thirty (30) days notice by way of email of any such variation; or
b) including a notification on our website that our terms and conditions have been varied.

1.8 - The Client will pay Webwork Foundry an hourly rate of $125/hr AUD for any additional service after the agreed Service is completed. These additional services must be pre-approved by the Client.

2.1 - We will provide or make available to you, prior to or contemporaneously with your acceptance of these Terms and Conditions, a schedule of fees detailing the fees we will charge for the provision of the Services (Schedule of Fees).

2.2 - The Schedule of Fees will be deemed to be incorporated into this agreement and will form the basis of the fees which are payable by you to us (Service Fees).

2.3 - We may vary the Schedule of Fees from time to time (acting reasonably) by providing you with written notice (either by email or via our website) to that effect and any such variation will come into effect seven (7) days after that notice is provided.

2.4 -  Any quote already provided to you will be varied in accordance with any change made to the Schedule of Fees pursuant to clause 2.3.

2.5 - All invoices issued by Webwork Foundry are payable within 14 days. Where invoices are outstanding Webwork Foundry may suspend provision of the Services until invoices are paid in full.

2.6 - If we ask you for a deposit before we begin performing the Services then we may, at our discretion, not begin performing the Services until that deposit is paid.

2.7 - We will provide you with an invoice for the provision of the Services from time to time.

2.8 - Services can be suspended or ceased if:
a) you fail to comply with any term of this agreement or any reasonable direction given by us concerning the provision of the Services; or
b) we become aware of any Claim relating to any data provided to us by you, then we may:
i) from time to time without notice suspend the provision of the Services: and/or
ii) not provide you with the Deliverables until such time as the relevant matter is rectified by you
c) prior agreed subscription plans for our Services have failed to be paid.

2.9 - For website development/design/creation services, payment will be required in the following process:
a) Upfront Payment - 50% of the total Service payment once both parties are in agreement with the Development Plan.
b) Final Payment - 50% of the total Service payment once the outcomes of the Development Plan is met.

2.10 - The Client honours and acknowledges that after the initial Upfront Payment is made for the website Service, they need to honour the final payment once the Service has been carried out and finished by Webwork Foundry. Failure to pay the last payment will reserve the right for Webwork Foundry to keep the initial Upfront Payment and discontinue the work.

3.1 - We will engage a 3rd party supplier to supply to us on your behalf the hosting services required of which we will:
a) monitor the servers used; and
b) from time to time, may grant you access to files hosted on these servers. We reserve the right to deny any requests and any granted requests will automatically null and void any warranties in relation to the Services.

3.2 - You acknowledge that you are solely responsible for undertaking measures to:
a) prevent any loss or damage to your website or server content;
b) maintain independent archival and backup copies of your website or server content; and
c) ensure the security, confidentiality and integrity of all your website or server content transmitted through or stored on our servers.

3.3 - You acknowledge that on occasion due to hacking, maintenance, faults and user error; that the Services, Deliverables, website or server content may be unavailable (Outage) either temporarily or indefinitely.

3.4 - Maintenance of your hosting services will be undertaken as required and at either ours or the 3rd party suppliers’ discretion.

3.5 -   We will endeavour to ensure that any scheduled maintenance is performed outside of normal business hours, however under some circumstances, maintenance may need to occur during business hours of which your website may be inaccessible by you and the public for a period of time.

3.6 - You acknowledge and agree that in the course of us undertaking maintenance works, it may be necessary for us to modify, alter or remove some content of the website either permanently or temporarily.

3.7 - General maintenance and updates to your website including updates on request by you will be scheduled as required and at our discretion. Unless requested otherwise by you in writing, maintenance and updates will occur during normal business hours of which your website may be inaccessible by you and the public for a period of time.

3.8 - You acknowledge and agree that in the course of us undertaking website maintenance works and website updates, it may be necessary for us to modify, alter or remove some content of the website either permanently or temporarily.

4.1 - Where the Client wishes to Vary any element or specification in the Purchase Order:
a) the parties will use best endeavours to confirm the variation in writing (with email being sufficient);
b) if the Client accepts the varied element or specification, this will be deemed to be acceptance of the variation;
c) Webwork Foundry will, at its discretion:
i) charge an additional Fee for the variation, based on the additional hours or costs arising from the variation charged at its standard rates; or,
ii) if the Client is in contract with a suitable maintenance package delineating that Webwork Foundry will honour ongoing variation requests by the client (provided the variation is within scope of the agreed Service Agreement), we will undertake this at no extra cost to the Client, except if the variation request is out of scope of what was originally agreed too.
d) For the purpose of this clause Vary means any change, edit, amendment, revision, alteration or addition, excepting only:
i) corrections of any mistake or fault in the Services caused by Webwork Foundry; or,
ii) minor polishes, corrections or revisions requiring less than 10 minutes per action (or 30 minutes in aggregate).

5.1 - We do not warrant that the Services will meet your requirements, other than as expressly set out in this agreement.

5.2 - We will try to minimise any Outage on a case by case basis and you may be charged by us for our Services to do so having regard for the cause or nature of the Outage (acting reasonably). We do not warrant that we can rectify an outage either in part or at all.

5.3 - We do not warrant that any backup of the website or server content can be used for restoration.

5.4 - Where we either use, recommend that you use or resell 3rd party services to you as part of the Services:
a) we do not warrant that the 3rd party services will meet your requirements;
b) we are not responsible for the performance and continuation of these services; and
c) you agree to use these services at your own risk and comply with the terms and conditions and usage policies of those service providers.

5.5 - In accordance with our Search Engine Optimisation Services, we do not guarantee that your website will be acknowledged, crawled, indexed or ranked by Google and other search engines. Although, we will perform to the best of our abilities to oblige to any SEO Services we agree to provide according to best practices.

5.6 - You warrant that you will not do, or allow to be done any of the following acts in respect of your use of the Deliverables:
a) use the Deliverables for any immoral or illegal purpose; or
b) reverse engineer, modify, decompile, disassemble, attempt to discover the source code of, or create derivative works based on any aspect of the Deliverables, nor permit anyone else to do so without the written approval of Webwork Foundry.

5.7 - You indemnify us against any Claim:
a) relating to the proper performance by us of our obligations under this agreement;
b) copyright claims against any of the media and content you provide to us;
c) resulting from your fraudulent, negligent or unlawful behaviour;
d) relating to the data and other materials provided to us by you;
e) relating to any Outage;
f) resulting from a breach of the terms of this agreement by you;
g) resulting from a breach of any 3rd party service provider’s terms and conditions or policies by you;
h) resulting from the use of the IP by you; or
i) resulting from your use or misuse of the Deliverables.

5.8 - While working for the Client, Webwork Foundry may come across, or be given, Client information that is confidential. This is information like customer lists, business strategies, research & development notes, statistics about a website, and other information that is private. Webwork Foundry promises to treat this information as if it is Webwork Foundry’s own confidential information. Webwork Foundry may use this information to do its job, but not for anything else. For example, if the Client lets Webwork Foundry use a customer list to send out a newsletter, Webwork Foundry cannot use those email addresses for any other purpose. The one exception to this is if the Client gives Webwork Foundry written permission to use the information for another purpose, Webwork Foundry may use the information for that purpose, as well.

5.9 - Once the website is completed and delivered, Webwork Foundry is not responsible for any images or content that are found on the website that may have been illegally acquired and put there by the Client. For example, if the Client illegally takes photos that are not meant for commercial use and are sued, Webwork Foundry is not responsible and carries no risk. Webwork Foundry will keep logs to track the state of the website on transfer to your name.

6.1 - Upon payment of all Fees and disbursements owing to Webwork Foundry, all intellectual property rights (including copyright) which may arise in the course of the provision of the Service (“the Rights”) will be assigned by Webwork Foundry to the Client, subject to Clause 6.2.

6.2 - All rights (including copyright) in software (including source or object code), methodologies and other material developed by Webwork Foundry prior to or otherwise independently of this Agreement will be retained by Webwork Foundry, notwithstanding that this material may be used in the provision of the Services. Webwork Foundry hereby grants the Client a non-exclusive licence, in perpetuity, to use this material for the purposes envisaged in the Purchase Order.

6.3 - Where any intellectual property rights (including copyright and trade marks) are licensed or assigned from any third party in the course of the provision of the Services, the Client will comply with the terms of any such licence or assignment, as notified to the Client by Webwork Foundry.

6.4 -  The Client warrants that any information, works or materials it provides Webwork Foundry in connection with the provision of the Services will not be defamatory or otherwise infringe copyright or other rights of any third party, and the Client hereby indemnifies Webwork Foundry against any loss, claim, damages or expense suffered by Webwork Foundry as a result of any breach of this warranty. Client hereby grants Webwork Foundry a licence to use such information, works or materials for the purpose of providing the Services.

6.5 - Webwork Foundry may reproduce and publish material (with the exception of confidential information) created in the course of the provision of the Services, for the purpose of securing future engagements and generally marketing itself.

6.6 - Both parties agree that they will not disclose, or authorise the disclosure of, the terms of this Agreement, any matter relating to any of the terms of this Agreement or any other confidential information relating to the operations or business of the other party to any other person, except to our advisors or as they may be required to do so by law.

6.7 - Notwithstanding Clause 6.1, the Client agrees that Webwork Foundry may publish and advertise the fact that it has provided the Services for the purpose of securing future engagements and generally marketing itself.

7.1 - Either party may terminate this Agreement immediately if the other party:
a) becomes, threatens or resolves to become, or is in jeopardy of becoming subject to any form of insolvency administration, bankruptcy or winding up; or
b) breaches any material term of this Agreement and, having been given 48 hours written notice to rectify that breach, fails to do so.

7.2 -  If this Agreement is terminated under Clause 7.1, Webwork Foundry may:
a) retain any moneys paid by the Client prior to termination;
b) forward to the Client an invoice for any other fees and expenses under this agreement which have been incurred but not invoiced to the Client;
c) be regarded as discharged from any further obligations under this Agreement; and,
d) pursue any additional or alternative remedies provided by law.

7.3 - where a party is in breach of their obligations under this agreement and fails to rectify that breach within seven (7) days of receiving notice from the other party to do so, then the non-defaulting party may terminate this agreement immediately by giving notice in writing to the party in default.

8.1 - This Agreement constitutes the entire agreement between the parties relating to the provision of the Services and cannot be altered except in writing signed by both parties.

8.2 -  The parties enter this Agreement as independent contractors and not as employer and employee, partners or joint venturers, or in any other capacity.

8.3 - This Agreement will be governed by and construed in accordance with the laws of New South Wales and the parties submit to the jurisdiction of the courts of New South Wales.