This Services Agreement (the “Agreement”) shall govern the provision of services to the undersigned client (the “Client”) by WebSpree Digital Pty Ltd (“WebSpree”) and WebSpree’s trusted partner (“Agency”). Additional terms, such as the services and deliverables to be provided , the schedule for the delivery and the amount of fees payable are set in the Proposal (the “Proposal”) which forms a part of this Agreement and may, from time to time, be amended upon the written consent of both parties. In the event of any conflict between the terms of the Order and the terms of this Agreement, the terms of the Agreement shall have precedence.
1. Definition
“Account” means the account held with WebSpree by the Client that is used for billing, contact information and details of Services assigned to the Customer or the Client.
“Client” or “Customer” means the person or entity who ordered Service(s) from WebSpree Digital.
“Service”, “Service(s)” or “Services” means any product(s) or service(s) the Customer has ordered from WebSpree Digital or Agency. This can include but is not limited to, web site hosting, web site design and/or development, logo design, graphic design, search engine optimisation, social media optimisation or search engine marketing, GMB optimisation, review management, Google ads and social media management. These product(s) and service(s) are identified in full within the Proposal and “sign up” applications WebSpree Digital sends to the Customer after an order has been placed.
“WebSpree Digital “or “WebSpree” is the trading name of WebSpree Digital Pty Ltd and also refers to any Agency engaged by WebSpree to provide the Service.
2. Services
2.1. WebSpree agrees to provide the Client with full Services and deliverables as per selected Product Deliverables in the Proposal.
2.2. WebSpree agrees that all the Services are developed with the intention to provide the best possible results to the Client. WebSpree aims to generate an increase in the Client’s website’s traffic numbers. WebSpree cannot offer any guarantee to achieve any specific number of views or leads to the Client’s site.
2.3. WebSpree agrees to use reputable services, i.e. Google Analytics, Google Tag-Manager, to report the status of the Client’s campaign.
2.4. WebSpree agrees to provide the Client with Services selected in the Proposal including and not limited to Web Development, SEO, SEM, Social Media Optimisation, Content Marketing, Review Management, Brand Monitoring as defined on the website.
3. Terms
3.1. The Client agrees to be bound by these Terms of Service, as well as WebSpree’s Privacy Policy and Terms of Use and any applicable Registrant Agreement by submitting their orders to WebSpree for an Account and/or Services and WebSpree accepting that order.
3.2. Upon submission and acceptance of the Proposal, the purchase of the Service is final and WebSpree will move forward with the necessary work related to the delivery process.
3.3. WebSpree will not be required to commit any expenditure on behalf of the Client without first receiving written confirmation of the instructions. WebSpree will not be responsible for the consequences of any delay on the part of the Client providing such written confirmation.
3.4. The Client agrees to receive emails directly relating to the Service(s) provided, as well as marketing and promotional emails from WebSpree to the email address registered to their Account. The Client can unsubscribe from marketing and promotional emails by emailing info@webspree.com.au requesting removal from these emails.
3.5. WebSpree warrants that it will never sell or trade an email address to any third party, in accordance with the Privacy Policy.
3.6. All intellectual property and related materials including goodwill and rights to any patent, copyright, trademark, trade names that are developed or produced under this Agreement will be considered as “work made for hire” and remain the sole property of the Client.
3.7. The Client is not restricted to use any intellectual property owned by the Client; however, prior consultation with WebSpree is requested to avoid any misrepresentation or misuse by any third party. The Client will be responsible for any and all damages resulting from the unauthorised use of the intellectual property, and the Client will indemnify and hold harmless WebSpree in respect of any third-party claims for unauthorised use of intellectual property.
4. Client Representative.
4.1. To avoid miscommunication, the Client shall appoint a sole representative with full authority to supply or maintain any information and approvals and otherwise communicate with WebSpree on behalf of the Client (“Client Representative”). The Client Representative is responsible for coordinating and reviewing the WebSpree Services. This includes notifying WebSpree of client instructions, change of orders and approvals. The Client warrants that any instructions, approvals, or authorisations provided by the Client Representative to WebSpree, are binding upon the Client, and WebSpree shall be held harmless in respect of any instructions, approvals or authorisations provided by the Client Representative. If, after approval by the Client or the Client Representative or any other approved person, the Client adjusts the nature of the work or needs added Services, all charges and costs incurred from such adjustments and additional Services beyond the Services in the The Proposal or otherwise agreed in writing between the parties, including extra fees and expenses shall be charged additionally to the Client in accordance with this Agreement.
5. Approval
5.1. Individual phases within the WebSpree packages are approved by the Client before continuing to the next progressive stage. The Client must review and approve individual phases within 3 working days of receipt, to keep to the campaign schedule. The Client is within its rights to delay the approval of any individual phase with the understanding that 1 (one) day delay by the Client equals 2 (two) working days delay to the campaign’s proposed delivery time.
5.2. Approvals must be submitted via email. If verbal approval has been made, this must be followed by an email response for work to commence.
5.3. The Client must review the process and request any changes before providing their approval. Additional changes or modifications after the approval will be charged to the Client at a daily rate provided by Webspree.
6. WebSpree Access
6.1. To ensure seamless delivery of the Services by WebSpree, the Client must provide WebSpree with access to the following prior to commencement of delivery of the Services:
6.2 The Client agrees and acknowledges that all outstanding accounts due to Webspree must be paid in full by the Client before the website will go “live” and be delivered in full to the Client.
7. Client Obligations and Materials
7.1. WebSpree’s ability to perform its obligations under this Agreement is dependent on the Client fulfilling its operational commitments (such as actioning and implementing recommended industry-standard marketing strategy). WebSpree shall not be liable for any costs, charges or losses sustained by the Client arising directly from any failure of the Client to fulfil its obligations in due time under this Agreement. In such a situation, traffic guarantee or money- back guarantee or applicable key performance index shall be void. Such a requirement(s) shall be duly notified during the first briefing session after the Service commencement date.
8. Client Guarantees
8.1. The Client guarantees that any text, graphics, photos, designs, trademarks or other artwork provided to WebSpree for inclusion on the above-mentioned website is owned by the Client, or that the Client has obtained permissions, consents and/or licences from the appropriate owner(s) of the intellectual property to use each of the elements. The Client shall indemnify and hold harmless WebSpree in respect of any unauthorised use of any third-party intellectual property rights.
8.2. Client acknowledges and agrees that they are solely responsible for compliance with all applicable laws, taxes, and tariffs related to their website, their Internet electronic commerce activities and for all matters relating to the Services provided by WebSpree. The Client indemnifies and holds harmless WebSpree and its Agency from any and all claims, suits, penalties, taxes, or tariffs that may arise as a result of the Client’s electronic commerce activities conducted via the Internet, its website or anything related to the provision of the Services by Webspree.”
9. Fees, Refunds and Cancellation
9.1. The Client agrees to pay WebSpree any and all fees as billed in accordance with this Agreement and the Proposal.
9.2. The payment plan can be established with the agreement of both parties (Client & WebSpree Digital) in the Proposal.
9.3. Fees must be paid on or before the due date specified in the Proposal. A maximum of 3 days extension can be provided in certain circumstances. WebSpree has the ultimate rights to implement or cancel any extension of payment.
9.4. Payments must be made for all “DevelopmentSpree” products as soon as the new website goes live with the customer’s final approval, however, if not met, WebSpree will have full rights to remove the new website and retain all intellectual property before all payments can be settled. Payments for all ‘DevelopmentSpree’ products which include but are not limited to the provision of a new website for the Client must be made immediately upon the new website going live. In the event of non-payment, WebSpree may remove the new website and retain all associated intellectual property until full payment is received.
9.5. “SEO” product payments must be made on the due date specified on the Client’s invoices. The client must give 30 (thirty) days’ notice of any changes in circumstances. No payment within the agreed or extended period shall cease all ongoing work on the client’s online profile or website.
9.6. Refunds are permitted only in the event that WebSpree cannot comply with the Services required by the Client and agreed to in the Proposal.
9.7. No refunds shall be granted under any circumstances in the event of termination of this Agreement by the Client.
9.8. The Client must pay any cancellation fees or other amounts due to WebSpree as provided for in this Agreement or the Proposal upon early cancellation of any services.
9.10 The Client agrees and acknowledges that in the event that the Client terminates Webspree’s engagement to provide a website, a cancellation fee which will be the greater of 50% of the total cost of the work in the Proposal or the value of the work performed by Webspree to date is payable by the Client.
9.11 Any Proposals subject to a minimum term may not be cancelled by the Client during the minimum term and in the event of any cancellation, the Client agrees and acknowledges that the full amount for the minimum term is payable by the Client to Webspree in full. Upon the expiry of the minimum term, the Client must provide 30 days notice in writing to cancel the services.
10. Clients of WebSpree Digital Understand, Acknowledge, and Agree to the following points
10.1. All Client fees, services, documents, recommendations, and reports are confidential.
10.2. WebSpree has no control over the policies of search engines or directories regarding the type of sites and/or content that they accept now or in the future and accepts no liability in respect of any changes to search engines or directories which may affect the Services provided to the Client which are outside of the control of WebSpree.
10.3. WebSpree has no time frame control over any functions of any search engine or directory. Citation requests can take as long as 2 to 4 months, and in some cases longer and WebSpree accepts no liability in respect of any time frame delays outside of its Control which affect the Services provided to the Client.
10.4. All directory listings providers included in the packages are free of charge. Paid directories at Client’s request will be charged to the Client.
10.5. WebSpree continues to use skilled and innovative technicians on your campaign. Due to the competitiveness of some keywords/phrases, ongoing changes in search engine ranking algorithms and other competitive factors, WebSpree does not guarantee the position any keyword, phrase, or search term.
10.6. WebSpree shall not be responsible for any changes made to the Client’s website by any third party appointed by the Client. The restoration of any functionality to its earlier condition shall be charged accordingly.
10.7. Linking to “bad neighbour hoods” or having links from “link farms” will cause severe damage to all SEO efforts. WebSpree shall not be liable for the choice made by the Client to link to or obtain a link from any website without prior consultation.
Please note:
The client agrees that all payments must be made on the due date stated on the client’s invoice. Failure to pay invoices when due may result in WebSpree removing any website provided and retaining all intellectual property provided under the Services until full payment is received.
Unanticipated Services
Only the Services which are listed in the The Proposal are included within the scope of WebSpree’s instructions. If there is additional work that you wish WebSpree to carry out which is not listed in the The Proposal, any additional work will be quoted to the Client before the commencement of said additional work. Once the scope of the additional work is agreed upon, WebSpree will issue an additional or updated The Proposal via our online proposal system, and will ask the Client to sign the new agreement before WebSpree commences the new work.
Period of Engagement
This engagement starts on the date the Agreement is signed and is valid until it’s ended in accordance with the terms of this Agreement, by mutual agreement or superseded by a newer agreement
Service and Price Guarantee
WebSpree will always stand behind the quality and professional nature of the services that it offers. If at any point you are not completely satisfied with the services WebSpree hashave performed, we encourage you to bring this to WebSpree’s attention immediately. We’d love the opportunity to correctly address your concerns and allow us a chance to win your trust back and prevent similar problems from happening in the future.
Our advice and information is for the Client’s sole use, and WebSpree accepts no responsibility or liability to any third party, unless we have expressly agreed in the The Proposal that a specified third party may rely on WebSpree’s work.
Client Responsibilities and Warranties
Information acquired by WebSpree in the course of the engagement is subject to strict confidentiality requirements. That information will not be disclosed by WebSpree to other parties except as required to provide the Services; as allowed for by law; or with the Client’s express written consent.
The Client is responsible for the reliability, accuracy and completeness of information provided and disclosure of all material and relevant information. The Clientis also responsible for providing WebSpree with such materials and relevant information in a timely manner so that WebSpree may provide its Services in a timely manner.
The Client agrees that WebSpree is entitled to rely on the accuracy and completeness of any information provided by the Client under this agreement in order to provide the Services. WebSpree accepts no liability or responsibility for any loss, damage, claim or expense that the Client may suffer as a result of the Client providing inaccurate, incomplete, incorrect or out of date particulars or information, and you waive and release WebSpree from any and all such liability.
You warrant that you have not relied on any representations or warranties made byWebSpree in respect of the Services which have not been expressly set out in this agreement.
Outsourced Services
WebSpree may involve third party contractors or outsourced service providers in providing various aspects of the Services
Acceptance of this Agreement indicates acceptance of the use of outsourced services as described above.. WebSpree is committed to ensuring the privacy and protection of client information. In the event that client information is accessed or utilised by an overseas recipient, WebSpree will take all reasonable steps to ensure that the overseas agent complies with applicable privacy laws and standards equivalent to those in Australia. The Client consents to the transfer and processing of their information by such overseas agents, with the understanding that WebSpree will implement appropriate safeguards to protect the confidentiality and integrity of the information. WebSpree will remain liable for any breach of privacy obligations by the overseas agent and will promptly notify the Client of any unauthorised access or disclosure of their information
WebSpree has taken all available measures to ensure the security and privacy of your data is protected and follows the notifiable data breaches scheme as outlined in the Privacy Act 1988.
Termination of this engagement
Either party may terminate this engagement immediately if the other commits any material or persistent breach of its obligations under this agreement, in particular the Terms and Conditions set out in the Proposal (which, in the case of a breach capable of remedy, has not been remedied within 7 days of notice in writing to the party in breach), or if the other becomes insolvent.
In addition, we may terminate this engagement by notice in writing if any of the following circumstances occur:
In addition to our other rights, upon termination, you will be required to pay our charges for work done and for any expenses incurred up to the date of termination, together with our reasonable costs and expenses incurred in connection with the early termination of this engagement.
Termination of this engagement is without prejudice to any rights that may have accrued before termination. The Terms and Conditions of this agreement, which expressly or by implication are intended to survive its termination or expiry, will survive and continue to bind the parties.
Force majeure
Neither party will be liable to the other for any delay or failure to fulfil their obligations under this agreement if that delay and/or failure arises from causes beyond their control, including but not limited to fire, floods, acts of God, acts or regulations of any government or supranational authority, war, riot, terrorist activities, strikes, lockouts and industrial disputes.
Electronic Communications
You agree that we will communicate with each other by electronic means such as e-mail, SMS etc. We and you each recognise that e-mail and the internet are inherently insecure and that emails and data can become corrupted, are not always delivered promptly (or at all) and that other methods of communication may be appropriate. In addition, the internet is prone to viruses. We and you each recognise these hazards and so each of us will be responsible for protecting our own systems and interests and neither of you nor we will be responsible to the other on any basis for any loss or damage in any way arising from the use of electronic communication.
Billing
Services may be billed on a fixed rate or hourly billing rate, as indicated in the Proposal. Where we cannot provide a fixed rate quote, we will quote an hourly rate in cases of project work where it is difficult to define the scope of the service required.. Our professional fees will be based on our regular billing rates, plus direct out-of-pocket expenses and applicable GST, and are due when rendered. Fees for additional services will be established separately.
Invoicing and Payment
We will submit our invoices as indicated in our Terms of Service. If an extension of our services is requested, we will discuss our fee arrangements at that time. Plan implementation and plan monitoring and updating, if needed, are separate engagements. If you choose one of these additional services, a separate engagement letter will be provided for your acceptance. Further services will be invoiced separately.
We reserve the right to suspend our services or to withdraw from this engagement if any of our invoices are deemed delinquent. If any collection action is required to collect unpaid balances due to us, you agree to reimburse us for our collection costs, including lawyers’ fees.
Privacy Act
We may collect Personal Information about your representatives, your clients and others when we provide services to you. If we do, you agree to work with us to ensure that we both meet the obligations that we each may have under the Privacy Act 1988 (Cth) (as amended) (Privacy Act). The responsibilities may include notifying the relevant person to whom the personal information relates who we are and how we propose to use their personal information. Where you have collected personal information, you confirm that you have collected the personal information per the Privacy Act, that you are entitled to provide this personal information to us and that we may use and disclose the personal information for the purpose/s we provide our services to you. We will handle personal information under the Privacy Act.
© 2024 . All Rights Reserved. 
Digitally enhanced by WebSpree Digital
