Please read the terms and conditions carefully. They govern the use of this website and provision of Website Best Design’s services described on this page, acceptance of which constitutes a legally binding contract.

INTERPRETATION AND DEFINITION

In this agreement the following terms shall have the respective meanings assigned to them: “Agreement” means these Terms and Conditions, Service descriptions, Terms of Use, Payment Terms and the Project Deliverables and any addenda. In the event of any conflict between the terms of this Agreement for the provision of Services, the details of the Project Deliverables shall prevail, except for payment terms where the Payment Schedule shall prevail;“Website Best Design” means WBD, provider of online marketing solutions and websites; “Client” means the Company that enters into an agreement with WBD, its employees, agents, representatives and sub- contractors, to whom the Service is provided as set out in the Project Deliverables; “You” means any visitor to the WBD site; “Site” means the WBD website at websitebestdesign.com ; “Commencement Date” means the date of commencement of the Services as set out on the signed Project Deliverables; “Fees” means the amounts payable by the Client for the Services provided by WBD as detailed in the Project Deliverables; “Initial Term” unless otherwise stated in Project Deliverables means either 180 days from Commencement Date for SEO and SMM contracts and 90 days from the Commencement Date for all other services. “Payment Terms” means the agreed schedule of payments that the customer shall make to WBD for the provision of services forming part of these Terms and Conditions; “Services” means the services that WBD currently offers, details of which are on the WBD website and the services to be provided by WBD to the Client as specified in the Project Deliverables.

GENERAL

This Agreement is by and between WBD, its Clients their heirs, assigns, agents and contractors and Users of WBD’s website and is made effective as of the date of electronic execution. By accessing the WBD website, you acknowledge and agree that you have read, understood, acknowledged and agreed to be bound by all the terms and conditions of this Agreement.

TERMS OF SERVICE

WBD offers internet marketing services (hereinafter “internet marketing”) that include, but not limited to: search engine optimisation (hereinafter “SEO”), social media marketing (hereinafter “SMM”)  and website services.

1. QUOTE FOR PROVISION OF SERVICES

1.1 All quotes supplied by WBD are valid for 7 days from the date the quote is provided. WBD may amend this provision during promotional periods. Acceptance can be provided in:

1. writing, via electronic mail or in writing; or
2. instructing us to commence work.

2. COMMENCEMENT OF SERVICES

2.1 WBD will commence works upon acceptance of the terms and conditions in accordance with this agreement. WBD will commence work within fourteen (14) days after the date of receipt of information.

2.2 WBD will use its best endeavours to provide Service to Client within a reasonable timeframe. WBD is not liable for delays to project or anticipated timeframes for delivery of service.

3. PAYMENT TERMS

3.1 Client agrees to pay for the Products and Services according to a payment schedule confirmed in writing, email or other electronic correspondences.  Invoices are payable within five (5) business days from the date of the invoice.

3.2 Client acknowledges that no refunds are available once work has commenced on the Project Deliverables and additional requests for refunds will require Management review.

3.3 For SEO and SMM retainers, the client will be billed for each month for the maintenance fee until customer provides WBD with a written cancellation request.

3.4 If Client provides WBD with their credit card information, you authorize WBD to automatically charge your credit or debit card for charges that apply to your account. Recurring charges will be posted to your credit card until such time that you cancel your account in accordance with WBD cancellation policy.

3.5 Client may elect to have invoices paid by direct debit. By completing a direct debit request, Client authorizes WBD to arrange for account funds to be debited to your account.

3.6 If project dealings direct with WBD, all payments to WBD will be made in AUD (Australian Dollar) 

3.7 If project is communicated via marketplace platforms (eg online job sites or freelancer platforms) quote will be in the default currency set by that marketplace platform.

4. LATE OR NON-PAYMENT

4.1 If payment has been declined or has not been made, Client’s account will be suspended and a reactivation fee of $150 will apply.

4.2 For returned cheques due to insufficient funds, WBD reserves the right to request alternate payment method.

4.3 If payment has not been received after 30 days, this will result in termination of our services and any links and SEO and SMM work may be removed. Cancelled accounts cannot be reactivated and any account history or information will not be retrievable. No refund will be given thereafter.

3. CLIENT OBLIGATIONS

5.1 Client will provide WBD with reasonable direct and remote access to its website, and shall provide such other reasonable assistance as WBD may request, including, but not limited to, providing source code and other statistical, diagnostic information and other relevant information required to enable WBD to comply with its obligations under this Agreement.

5.2 WBD shall provide the Services during the continuance of this Agreement WBD will use reasonable efforts to provide Client with the Services in accordance with the estimated timeline set out in the Project Deliverables.

5.3 Where the Service being provided requires, WBD will liaise with the relevant web agency, hosting company or other third party in order to provide the Services.  WBD shall not be liable for any act or omission by the relevant web agency, hosting company or other third party, if such act or omission results in WBD breaching its obligations under this Agreement.

5.4 WBD will not make changes to or update a Customer’s website prior to written or verbal consent from the Customer, stating that WBD have the right to make the agreed changes and the Customer, as the website owner, agrees to and takes full responsibility for those changes being made.

6. IMPLEMENTATION OF SEO and SMM SERVICE

6.1 WBD will facilitate to increase the visibility of the client’s website within an agreed period of time after the Commencement Date. If WBD is unable to achieve improvement in visibility within that time period, WBD agrees to provide further optimisation services until such time when Client’s website has significant visibility online.

6.1.1 Client acknowledges that WBD may, as part of the client’s SEO and SMM campaign, add links and content to the client’s website. If the client chooses to reject these additions, their visibility improvements may be rendered void, to the discretion of WBD.

6.2 Client acknowledges that the guarantee applies only to selected keywords chosen by the Client. WBD will advise Client to which keywords apply.

6.3 Client acknowledges that Search Engine Optimisation (“SEO”) is governed by many factors which are outside the direct control of WBD. Search Engines are third-party systems with unknown variables, algorithms and indexing decisions that can change at any time and without notice over which we have no control. WBD will use best efforts, techniques and accepted standards to improve Client’s Search Engine Ranking but cannot guarantee #1 ranking of the Client’s website on any major Search Engine using Client’s desired keywords. Client further acknowledges that the website’s ranking with a particular Search Term will rely on both the relevancy of that term on your pages, and the popularity of that term on other websites.

6.4 Client further acknowledges and understands that a website’s rankings may go backwards. Client agrees if this were to happen, no liability will be on WBD and no refunds or discounts given.

6.5 WBD is not responsible for changes made to the website by other parties that adversely affect the search engine rankings of the Client’s website.

6.6 WBD is not responsible for the Client overwriting WBD’s work to the Client’s site. (e.g., Client/webmaster uploading over work already provided/optimized). The Client will be charged an additional fee for re-constructing content.

6.7 WBD follows a strictly ethical SEO and SMM policy and will not be responsible for any bans or search engine suspension for the following:

• duplicate sites, duplicate content or pages, redirects or doorway pages.
• link farms or any spanning techniques which may harm the web site’s ranking with Google.
• Increased traffic or sales
• hidden links
• automated website submission software or websites

6.8 Client acknowledges that WBD may add an “SEO Services” by “Website Best Design” link to the footer section of each website they work on. This is WBD’s branding and to remove it will cost $250.

7. LINK BUILDING

7.1 If requested WBD shall provide the link building services as specified on the WBD website and to the agreed specifications on the Project Deliverables.

7.2 The number of links stated in the Project Deliverables is the number of links that WBD will provide on the link building report. The number is correct at the point at which the report is generated and quality controlled, whereupon it will be emailed to the Client.

7.3 WBD offers no guarantee for the length of time each link will remain live after the point at which it has been confirmed and reported on the Customer link report.

7.4 Client acknowledges that WBD is not liable for the content of those sites. Use of any such linked web site is at the Client’s own risk.

7.5 The inclusion of any link does not imply endorsement by WBD of the site.

7.6 Client acknowledges that linking to “bad neighborhoods” or receiving links from “link farms” can seriously damage all SEO and SMM efforts. WBD does not assume liability for the Client’s choice to link to or obtain a link from any particular website without prior consultation.

8. COPYWRITING

8.1 WBD agrees to produce written material for inclusion on Client’s website upon the request of the Client and per the agreed specifications in the Project Deliverables.

8.2 WBD agrees that it will be the sole author of the work, which will be original work by WBD copywriter, free of plagiarism. WBD agrees to use reasonable care to ensure that all facts and statements in the work are true and that the work does not infringe upon any copyright, right of privacy, proprietary right, right of publicity or any other right of a third party.

8.3 Client may provide additional copy to WBD. Client accepts full responsibility for all detail contained in the copy provided to WBD and agrees to use reasonable care to ensure that all facts and statements in the work are true and that the work does not infringe upon any copyright, right of privacy, proprietary right, right of publicity or any other right of a third party.

8.4 WBD acknowledges that Client has the right to edit the work in a time frame agreed upon in advance as it deems appropriate for publication, and that WBD will cooperate with Client in editing and otherwise reviewing the work prior to publication.

8.5 Client agrees that they are responsible for reviewing the final draft for accuracy to include spelling and grammatical errors, statements and assertions. WBD is not liable for errors discovered after publication.

9. WEBSITE SERVICES

9.1 WBD agrees to assist with the customisation of a website at Client’s request and will deliver the work by to the agreed specifications in the Project Deliverables.

9.2 Client is solely responsible for preparing and posting detailed descriptions of each of its Project Deliverables, including providing samples illustrating Client’s creative brief (“samples”), site structure, number of pages required, the applicable deadline, and other relevant terms and conditions. Client agrees to provide information to WBD within 30 days of signing the agreed Project Deliverables.

9.3 Client agrees to supply the WBD with adequate photography or imagery to use in the design; or recommend a stock photography bundle to suit the project. Client acknowledges that an additional fee may be assessed for any stock photography we acquire.

9.4 Client agrees that if it fails to deliver information or content to WBD to enable website services work to commence within thirty (30) days, that WBD may at its discretion consider the project cancelled. Client also agrees that no refund would be payable under this circumstance and will not hold WBD liable for subsequent breach of this Agreement.

9.4 WBD will send Client a “Web Draft” once work is completed. Client agrees to review and test website for grammatical, spelling, graphical errors and coding bugs. Client hereby agrees that it is their sole responsibility to notify WBD of any such errors during the revision cycle and before the final files have been generated. Client agrees to provide feedback and revisions to WBD within fourteen (14) working days after receipt of the draft.

9.6 Client is responsible for acquiring and purchasing a domain name. WBD may at its discretion advise Client on suitable names.

9.7 Client hereby acknowledges that WBD is not responsible for any errors, grammatical or otherwise found in submitted material Client provides towards the website service.

9.10 WBD agrees to resolve any errors or implement revisions requested by Client. Client agrees that a maximum of three revisions are available.

9.11 Client acknowledges that any change requests after final approval has been given to WBD or after website is live in Production, that WBD reserves the right to require Client sign a new contract and pay any subsequent fees. WBD will not commence work on subsequent change requests until full payment has been received.

9.12 Client acknowledges that WBD may add a “Marketing” by “Website Best Design” link to the footer section of each website they work on. This is WBD’s branding and to remove it will cost $250.

10. HOSTING

10.1 Client’s website should be hosted on a reliable server, based in the country of Search Engine interest, with constant availability, for optimum results.

10.2 WBD may recommend changing Client’s host or server, in order to protect the interests of your web site’s ranking within the Search Engines. WBD offers no guarantees to interruption of hosting services and cannot accept liability for losses caused by the unavailability, malfunction or interruption of this service.

10.3. Client may elect to host their website with WBD for an additional annual fee.  Client agrees to pay the annual hosting charge in advance of commencement of hosting services.

10.4 Client acknowledges that WBD may from time to time be required to perform maintenance, upgrades or replacements to servers. WBD reserves the right to suspend access to such server during the required time to do the maintenance, upgrade or exchange the server. In this event, WBD will notify Client via e-mail at least 24 hours before the due date and time for maintenance.

INTELLECTUAL PROPERTY AND COPYRIGHT

11.1 The technology and content provided on the WBD Site, unless specified otherwise, are owned by or licensed to WBD. Content includes but not limited to text, graphics, logos, icons, images, sound clips, video clips, data compilations, page layout, underlying code and software.

11.2 WBD and its licensors retain all proprietary rights to that content and technology and by continuing to use this website, Client acknowledges said content and technology is protected by Australian and international intellectual property laws.

11.3 For all content, imagery or photography provided to WBD in the provision of services, Client hereby warrants:

1. i)     they own the intellectual property rights in that content;
2. ii)    that content does not infringe the intellectual property rights of a third party;
3. iii) that content is not fraudulent, stolen, or otherwise unlawful;
4. iv) that content does not violate any applicable law, statute, ordinance or regulation (including but not limited to, those governing export control, consumer protection, unfair competition, or criminal law);
5. v)   that content is not defamatory, unlawfully threatening or unlawfully harassing; and
6. vi) that content does not contain viruses or other computer codes, files or programs which are designed to limit or destroy the functionality of other computer software or hardware.

11.4 WBD reserves the right to refuse any content it considers to be in contravention with any of the above statements.

12. STOCK IMAGERY/PHOTOGRAPHY

12.1 Client acknowledges that copyright to any stock imagery or photography used on Client’s websites is retained by the owner.

12.2 Client acknowledges that such images can therefore not be used or re-used for any other purpose and can only be used as they were placed onto your website by WBD. Any editing of the dimensions in which they appear may contravene their usage rights.

13. TRUTH IN ADVERTISING

13.1 Client warrants that there is nothing in any advertisement or other material provided to WBD, or in any material to which the advertisement or other material links or refers, that violates any personal or proprietary right of any third party, constitutes false advertising, is harmful, or violates any law or governmental regulation.

13.2 Client agrees to indemnify and hold harmless WBD, its employees, directors, heirs and assigns  against all liability, loss, damage and expense of any nature, including attorneys’ fees, arising out of the publishing, distribution, or transmission of any advertisement submitted by or on behalf of the Client or the linkage of any advertisement to any other material.

14. ASSIGNMENT OF INTELLECTUAL PROPERTY TO CLIENT

14.1 All copyright and other intellectual property rights in any work created, commissioned or otherwise acquired by WBD during the implementation of any contract between WBD and Client shall remain with WBD until full payment has been received.

14.2 Upon full payment, WBD hereby agrees to transfer to the Client all rights title and interest in the copyright and other intellectual property rights in all artwork, manuals, information, material reports, source code and other output which is produced, extended or modified during the production of the work outlined.

15. TERM OF AGREEMENT AND CANCELLATION

15.1 The Initial Term for the Agreement for Services shall continue as follows unless otherwise mutually agreed upon in writing- 180 days for search engine optimisation contracts and website projects negotiated on per project basis.

15.2 Following the Initial Term, this Agreement shall renew at the end of each 30-day period for a successive 30-day term unless either party provides a minimum of 7 days written notice of its intention not to renew or if both parties agree to enter a new contract term for a determined time period.

15.3 Cancellations become effective on the day processed by WBD. Client will be notified of the cancellation via email.

15.4 If Client cancels before the end of the initial contract term a $150 penalty will be assessed.

DISCLAIMER OF WARRANTY AND LIMITATION OF LIABILITY

16.1 WBD warrants that the services provided will at the time of delivery correspond to the specifications provided in the agreed upon Project Deliverables.

16.2 Client acknowledges that WBD does not warrant or make any representations concerning the accuracy of design, content, features, features, functions and performance of any  web pages created by WBD or any advertisement placed on social media websites or otherwise, nor does it warrant or make any representations concerning the accuracy, likely results, or reliability of any optimisation services it provides.

16.3 Client hereby agrees that the responsibility to check the performance, accuracy and quality of any web pages created by WBD rests solely with them.

16.4 Client hereby agrees that WBD is not liable for any failure to carry out services for reasons beyond its control including but not limited to acts of God, telecommunication problems, software failure, hardware failure, third party interference, Government, emergency on a major scale or any social disturbance of extreme nature such as industrial strike, riot, terrorism and war or any act or omission of any third party services.

16.5 Client agrees WBD is not liable for absence of services as a result of illness or holiday.

16.6. The content on this Site is for general information only and use and is not intended to address your particular requirements. In particular, the content does not constitute any form of advice, recommendation or arrangement by WBD and is not intended to be relied upon by users in making (or refraining from making) any specific investment or other decisions. Appropriate independent advice should be obtained before making any such decision. Any arrangements made between Client and any third party named on this Site is at Client’s sole risk and responsibility.

16.7 USE OF THIS SITE IS AT YOUR SOLE RISK. ALL MATERIALS, INFORMATION, AND SERVICES ARE PROVIDED “AS IS,” WITH NO WARRANTIES OR GUARANTEES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. WITHOUT LIMITATION, WBD MAKES NO WARRANTY OR GUARANTEE THAT THIS WEBSITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT, CONTRACT, OR OTHERWISE, SHALL WBD OR ANY OF ITS UNDERLYING SERVICE PROVIDERS, BUSINESS PARTNERS, INFORMATION PROVIDERS, LICENSORS, OFFICERS, DIRECTORS, ACCOUNT PROVIDERS, EMPLOYEES, DISTRIBUTORS OR AGENTS (COLLECTIVELY REFERRED TO FOR PURPOSES OF THIS SECTION AS “WBD”) BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY MONEY DAMAGES, WHETHER DIRECT, INDIRECT, SPECIAL, INCIDENTAL, COVER, RELIANCE OR CONSEQUENTIAL DAMAGES, EVEN IF WBD SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY. IN THE EVENT THAT NOTWITHSTANDING THE FOREGOING, WBD IS FOUND LIABLE TO YOU FOR DAMAGES FROM ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE), THE LIABILITY OF WBD TO YOU WILL BE LIMITED TO THE AMOUNT YOU PAID FOR THE SERVICES.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU.

17.1 TERMINATION

17.1 Client acknowledges and agrees that WBD, at its sole discretion, may suspend access to this website, suspend services or terminate this Agreement if the Client:

1. fails to pay any sum due under this Agreement and such sum remains unpaid for 5 days after written notice from WBD that such sum has not been paid;
2. ceases to carry on business or become insolvent, or have an administrator or receiver appointed or enter into liquidation or enter into any agreement with its creditors; or

fails to fulfil any of its obligations under any part of this or any other agreement that it has with WBD; or

1. interferes with or impairs the Service, or WBD’s ability to deliver the Services.
2. behaves in a manner found to be unlawful, inconsistent with, or in violation of, the letter or spirit of the terms of this Agreement.

18. CONFIDENTIALITY

18.1 Save as provided in this Agreement each party shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed by one party to the other. Each party shall restrict disclosure of such confidential material to such of its employees as need to know the same for the purpose of discharging its obligations under the Agreement and shall ensure that such employees are subject to corresponding obligations of confidentiality.

19. INDEMNIFICATION

19.1 Client agrees to indemnify and hold harmless WBD, its employees, directors, heirs and assigns  against all liability, loss, damage and expense of any nature, including attorneys’ fees, arising out of the publishing, distribution, or transmission of any advertisement submitted by or on behalf of the Client or the linkage of any advertisement to any other material.

20. SEVERABILITY

20.1 If any provision of these Terms is held to be unenforceable, or invalid, for any reason, then that provision is deemed to be modified to the extent required to remedy the unenforceability or invalidity or if it is not possible to remedy the unenforceability or invalidity, that provision is to be severed from these Terms and these Terms will otherwise remain in full force.

21. JURISDICTION

21.1 This Contract shall be governed by the laws of the State of New South Wales, Australia. The parties submit all disputes arising between them to the courts in the State of New South Wales and any court competent to hear appeals from those courts of first instance.

22. ENTIRE CONTRACT

22.1 These Terms are the entire agreement between the parties regarding the use of this Website and the purchase of any services and supersedes all previous negotiations, commitments and agreements about the website and the services.