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Website Maintenance T&Cs

Your website is crucial to your business.

You have a website that is crucial to your business. It generates leads, customers and revenue (or at least it should). It’s a channel through which customers, suppliers, potential new staff and partners will find you and engage with you. It is fundamental to the success of your business and you want peace of mind that it will be up and available for your audience 24/7 without interruption.

All software is vulnerable.

Software needs updating. All software. Including the software that powers your website. Your competitors are waking up (or maybe leading the way) and innovating with new websites and online strategies. The world is getting

smaller as more of us connect to the web and that means that it is only going to get harder to keep up, let alone stay ahead of the pack. More and more websites are getting hacked and attacked, including the big players like

Twitter and Facebook as well as millions of small businesses everyday. It’s the nature of the world we live in and unfortunately websites are an easy target.

Do it yourself?

Keeping your website up to date, backed up and secure can be time consuming and a little tedious. It takes you away from what you should be doing, which is building relationships with your customers, staff and partners. The technology continues to evolve and there is no way you can keep abreast of all the trends and developments.

Generic help

Yes there are plenty of options for you to keep your website managed and up to date by the same company that hosts it. They do it for thousands of customers every day. That means they are experienced. It also means they might not be paying attention to the finer details of your particular website and business needs.

Our help

If you’re reading this page, then we know your website intimately because we built it or have at least worked on it. We know every line of code and all of the variables and combinations of things that hang together to make it work.

We also know the software your website is built on very well. We’ve been using it for over 8 years and all of our websites (including this one) are built on the same software. So we are in the best position to keep your website up and running and open for business and we can do that with one of our Website Care Plans.

What do we offer?

We’ll do all the nitty gritty things you don’t want to do so you can just enjoy being a superhero to your audience. Think of us as the Robin to your Batman.

We will perform a range of tasks on your website throughout the month to make sure every piece of content and code is perfect.

The upside

Working with us means your website will continue to drive attention and customers into your business at a fraction of the time and cost it would take to do it yourself.

How we communicate

We keep the majority of our project communication within our team email address of hello@brandshack.com.au

To keep communication clear we have found it is much more efficient to work with a single, primary contact from your organisation. It is up to this single contact to provide project updates and details to the rest of your team if this is required.

Our project and contract is with you and you alone, so please do not CC us in with communication with third-parties. If additional stakeholders will be involved in the project please advise our team.

If you need to communicate with us, the best way to do so is via a short email so we can keep all project details in writing. For anything that will take more than 5 minutes to explain or understand then we’ll need to book in a phone consultation.

Website Maintenance Agreement

This Maintenance Agreement (“Agreement”) is hereby entered into between you, your employees and agents (collectively “Customer”) and applies to the purchase of all Monthly Website Maintenance Services (hereinafter collectively referred to as “Client Care Plan/s”) ordered by Customer.

1.Term and Termination – This Agreement shall be effective as of the time frame Customer signs up for Client Care Plan. This Agreement may be terminated by either party upon written notice to the other, if the other party breaches any material obligation provided hereunder and the breaching party fails to cure such breach within thirty (30) days of receipt of the notice. This Agreement may be terminated by Brand Shack (i) immediately if Customer fails to pay any fees hereunder; or (ii) if Customer fails to cooperate with Brand Shack or hinders Brand Shack's ability to perform the Client Care Plan hereunder.

2. Client Care Plan – Brand Shack agrees to provide Customer with Client Care Plan as described in this Agreement. Client Care Plan tasks include:

  • updates to text, images, and other minor changes to Customer’s website pages within the timeframe provided in the chosen Client Care Plan,
  • upgrades to Customer’s content management system, including plugins and themes,
  • removal of malware, spam and malicious code from Customer’s website,
  • regular backups on your site to protect your webpages and databases,
  • recovery of files or email from backups, as available,

3. Fees; Limitations on Refunds and Cancellation Fees – Customer agrees to pay Brand Shack any and all fee(s) as billed in accordance with this Agreement. The fee(s) must be received prior to the start of any Client Care Plan. The customer further agrees that, in the event of any termination of this agreement by customer, no refunds shall be given under any circumstances whatsoever. The customer further agrees to pay upon cancellation the amount of any cancellation fees or other amounts due to Brand Shack as provided in the agreement. Brand Shack is hereby authorised to charge customer’s credit card account or other payment mechanism for any amounts owed from time to time by customer to [Brand Shack.

4. Customer Responsibilities – For the purposes of providing these services, Customer agrees:

  • To provide Brand Shack with access to its web sites for creating new pages, and making changes for the purpose of providing Client Care Plan.
  • To properly convey to Brand Shack the information that needs to be changed or added.

5. Customer Acknowledgements – Customer understands, acknowledges and agrees that:

  • Only allocated time for Client Care Plan is allowed per month, in fifteen (15) minute increments.
  • Any work that exceeds allocated time will be charged on an hourly basis of $120 per hour, in fifteen (15) minute increments.
  • Web page updates exclude, but are not limited to, image editing, graphic design, graphic editing, database design, database changes, programming, and search engine optimisation.
  • Brand Shack has no control over the policies of search engines or directories with respect to the type of sites and/or content that they accept now or in the future. Customer’s web site(s) may be excluded from any search engine or directory at any time at the sole discretion of the search engine or directory entity.
  • Additional fees could be charged if the information provided has to be typed and exceeds the allocated time.
  • If changes are made by Brand Shack according to Customer’s information, and the changes are not correct, additional time to remedy the changes fall under the allocated time. Unused time is not accumulative.
  • Unused time does not transfer from month to month. Client Care Plan time is strictly month to month
  • Brand Shack is not responsible for rewriting sentences, restructuring paragraphs, or checking for typing errors, misspellings, etc.
  • Brand Shack is not responsible for changes made to Customer’s web site(s) by other parties.
  • Brand Shack is not responsible for third-party plugins that may become unusable as a result of Client Care Plan performed.
  • Brand Shack will not repair Customer’s website(s) that became compromised, hacked, or otherwise defaced or infected prior to ordering Client Care Plan.
  • Recovery or repair of Customer’s website is not guaranteed.
  • Availability of backups is not guaranteed.

6. Additional Services – Additional services not listed herein will be provided for a fee of $120.00 per hour. Brand Shack is not responsible for developing new content or writing new copy for Customer. Customer will be charged an additional fee for writing content, based on the hourly rate of $110.00 per hour.

7. Indemnification – Customer shall indemnify and hold harmless Brand Shack (and its subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees) from any and all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses) incurred by Brand Shack as a result of any claim, judgment, or adjudication against Brand Shack related to or arising from (a) any photographs, illustrations, graphics, audio clips, video clips, text, data or any other information, content, display, or material (whether written, graphic, sound, or otherwise) provided by Customer to Brand Shack (the “Customer Content”), or (b) a claim that Brand Shack’s use of the Customer Content infringes the intellectual property rights of a third party. To qualify for such defence and payment, Brand Shack must: (i) give Customer prompt written notice of a claim; and (ii) allow Customer to control, and fully cooperate with Customer in, the defense and all related negotiations.

8. Disclaimer of all other warranties – Brand Shack does not warrant that the client care plan will meet the customer’s expectations or requirements. The entire risk as to the quality and performance is with customer. Except as otherwise specified in this agreement, Brand Shack provides its services “as is” and without warranty of any kind. The parties agree that (a) the limited warranties set forth in this section are the sole and exclusive warranties provided by each party, and (b) each party disclaims all other warranties, express or implied, including but not limited to, the implied warranties of merchantability and fitness for a particular purpose, relating to this agreement, performance or inability to perform under this agreement, the content, and each party’s computing and distribution system. If any provision of this agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions.

9. Limited liability – in no event shall Brand Shack be liable to customer for any indirect, special, exemplary or consequential damages, including any implied warranty of merchantability or fitness for a particular purpose or implied warranties arising from course of dealing or course of performance, lost profits, whether or not foreseeable or alleged to be based on breach of warranty, contract, negligence or strict liability, arising under this agreement, loss of data, or any performance under this agreement, even if such party has been advised of the possibility of such damages and notwithstanding the failure of essential purpose of any limited remedy provided herein. There shall be no refunds. [BUSINESS NAME] makes no warranty of any kind, whether express or implied, with regard to any third party products, third party content or any software, equipment, or hardware obtained from third parties.

10. Customer representations – customer makes the following representations and warranties for the benefit of Brand Shack:

  • Customer represents to Brand Shack and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to Brand Shack are owned by customer, or that customer has permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend Brand Shack and its subcontractors from any claim or suit arising from the use of such elements furnished by customer.
  • Customer guarantees to Brand Shack and unconditionally guarantees that customer’s website has not been compromised, hacked, or otherwise defaced or infected prior to ordering Client Care Plan.
  • Customer guarantees any elements of text, graphics, photos, designs, trademarks, or other artwork provided to Brand Shack for inclusion on the website above are owned by customer, or that customer has received permission from the rightful owner(s) to use each of the elements, and will hold harmless, protect, and defend Brand Shack and its subcontractors from any liability or suit arising from the use of such elements.
  • From time to time governments enact laws and levy taxes and tariffs affecting internet electronic commerce. Customer agrees that the client is solely responsible for complying with such laws, taxes, and tariffs, and will hold harmless, protect, and defend brand shack and its subcontractors from any claim, suit, penalty, tax, or tariff arising from customer’s exercise of internet electronic commerce.

11. Confidentiality – the parties agree to hold each other’s proprietary or confidential information in strict confidence. “Proprietary or confidential information” shall include, but is not limited to, written or oral contracts, trade secrets, know-how, business methods, business policies, memoranda, reports, records, computer retained information, notes, or financial information. Proprietary or confidential information shall not include any information which: (i) is or becomes generally known to the public by any means other than a breach of the obligations of the receiving party; (ii) was previously known to the receiving party or rightly received by the receiving party from a third party; (iii) is independently developed by the receiving party; or (iv) is subject to disclosure under court order or other lawful process. The parties agree not to make each other’s proprietary or confidential information available in any form to any third party or to use each other’s proprietary or confidential information for any purpose other than as specified in this agreement. Each party’s proprietary or confidential information shall remain the sole and exclusive property of that party. The parties agree that in the event of use or disclosure by the other party other than as specifically provided for in this agreement, the non-disclosing party may be entitled to equitable relief. Notwithstanding termination or expiration of this agreement, Brand Shack and customer acknowledge and agree that their obligations of confidentiality with respect to proprietary or confidential information shall continue in effect for a total period of three (3) years from the effective date.

12. 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.

13. Relationship of parties – Brand Shack, in rendering performance under this agreement, shall be deemed an independent contractor and nothing contained herein shall constitute this arrangement to be employment, a joint venture, or a partnership. Customer does not undertake by this agreement, or otherwise, to perform any obligation of Brand Shack, whether by regulation or contract. In no way is Brand Shack to be construed as the agent or to be acting as the agent of customer in any respect, any other provisions of this agreement notwithstanding.

14. Notice and payment – any notice required to be given under this agreement shall be in writing and delivered personally to the other designated party, via email. Either party may change its address to which notice or payment is to be sent by written notice to the other under any provision of this paragraph.

15. Jurisdiction/disputes – this agreement shall be governed in accordance with the laws of the state of New South Wales. All disputes under this agreement shall be resolved by litigation in the courts of the state of New South Wales, and the parties all consent to the jurisdiction of such courts, agree to accept service of process by mail, and hereby waive any jurisdictional or venue defences otherwise available to it.

16. Agreement binding on successors – the provisions of the agreement shall be binding upon and shall inure to the benefit of the parties hereto, their heirs, administrators, successors and assigns.

17. Assignability – customer may not assign this agreement or the rights and obligations thereunder to any third party without the prior express written approval of Brand Shack. Brand Shack reserves the right to assign subcontractors as needed to this project to ensure on-time completion.

18. Waiver – no waiver by either party of any default shall be deemed as a waiver of prior or subsequent default of the same of other provisions of this agreement.

19. Severability – if any term, clause or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other term, clause or provision and such invalid term, clause or provision shall be deemed to be severed from the agreement.

Read and understood

Each party acknowledges that it has read and understands this agreement and agrees to be bound by its terms and conditions. Brand Shack is not responsible for changes made to customer’s web site(s) by other parties.