Unbranded Digital | Terms and Conditions

Google Ads Plan Terms and Conditions

1. Unbranded Digital will provide setup and ongoing management of your Google Ads account.
2. Payment for services will be charged to your credit card on a recurring monthly basis, starting from the date of sign-up.
3. Unbranded Digital will work with you to create a customised Google Ads plan that fits your business goals and budget.
4. Unbranded Digital will regularly monitor and adjust your Google Ads campaigns for optimal performance.
5. Changes or cancellations to your Google Ads plan must be made in writing and will take effect at the end of the current billing cycle.
6. Unbranded Digital is not responsible for any changes made to your Google Ads account by a third party.
7. By signing up for our Google Ads plan, you agree to the terms and conditions outlined above.
8. The terms and conditions of this agreement are subject to change without notice.

New Website, Multipage Website and Electrician SEO Terms and Conditions (Mutual Agreement)

SEO Agreement Details

Summary

We will always do our best to fulfil your needs and meet your goals, but sometimes it’s best to have a few things written down so that we both know what’s what, who should do what and what happens if stuff goes wrong.

In this contract, you won’t find complicated legal terms or long passages of unreadable text. We have no desire to trick you into signing something that you might later regret. We do want what’s best for the safety of both parties, now and in the future.

In short

You are hiring us Unbranded Digital located at 6 Carter Court Frankston 3199, to design and develop a website for the estimated total price as outlined in our proposal. Of course, it’s a little more complicated, but we’ll get to that.

What Do Both Parties Agree To Do?

As our customer, you have the power and ability to enter into this contract on behalf of your company or organization.

You agree to provide us with everything that we’ll need to complete the project – including text, images, and other information – as and when we need it and in the format, we ask for. You agree to review our work, and provide feedback and approval in a timely manner. Deadlines work two ways and you’ll also be bound by any dates that we set together. You also agree to stick to the payment schedule set out at the end of this contract.

We have the experience and ability to perform the services you need from us and we will carry them out in a professional and timely manner. Along the way, we will endeavour to meet all the deadlines set but we can’t be responsible for a missed launch date or a deadline if you have been late in supplying materials or have not approved or signed off our work on time at any stage. On top of this, we’ll also maintain the confidentiality of any information that you give us.

Getting Down to the Nitty Gritty

Design

If we are designing your application we’ll create designs for the look and feel, layout, and functionality of your website. This contract includes one main design plus the opportunity for you to make up to two rounds of revisions. If you’re not happy with the designs at this stage, you will pay us in full for all of the work that we have produced until that point and you may either cancel this contract or continue to commission us to make further design revisions at our standard design rates.

HTML and CSS Layout Templates

If the project includes HTML markup and CSS templates, we’ll develop these using valid HTML and CSS code…
The landscape of web browsers and devices changes regularly and our approach is to look forward, not back. With that in mind, we will test all our markup and CSS in current versions of all major desktop browsers to ensure that we make the most from them. Users of older or less capable browsers or devices will experience a design that is appropriate to the capabilities of their software.

NOTE: We do not cater for people using Microsoft Internet Explorer 6 and cannot predict the behaviour of that browser.

We will also test that these templates perform well on Apple’s iPad. We will not test old or abandoned browsers, for example, Microsoft Internet Explorer 6 or 5.5 for Windows or Mac, previous versions of Apple’s Safari, Mozilla Firefox or Opera unless otherwise specified. If you need us to consider these older browsers, we will charge you at our standard old browser rate for any necessary additional design work, development and testing.

Text Content

We may have written a hundred blog posts but we’re not responsible for writing or inputting any text copy unless we specified it in the original estimate. We’ll be happy to help though, and in addition to the estimate, we will charge you our standard copywriting or content input rate.

Photographs

You will supply us with photographs in digital format. Any time we spend searching for appropriate photographs will be charged at our standard discovery rate.

Changes and Revisions

We know from plenty of experience that fixed-price contracts are rarely beneficial to you, as they often limit you to your first idea about how something should look, or how it might work. We don’t want to limit either your options or your opportunities to change your mind.

The estimate/quotation prices at the beginning of this document are based on the amount of work we estimate we’ll need to accomplish everything that you have told us you want to achieve.

If you do want to change your mind, add extra pages or templates or even add new functionality, that won’t be a problem. However, you will be charged accordingly and these additional costs will need to be agreed to before the extra work commences. This additional work will affect deadlines and they will be moved accordingly. We’ll be upfront about all of this if and when it happens to make sure we’re all on the same page before proceeding. We may also ask you to put requests in writing so we can keep track of changes. If the nature or functions of the project change significantly throughout the process, we reserve the right to deem the current project cancelled.

At this point, you will pay us in full for all the work we have done and may commission us to complete the new project based on the new requirements. This will require a new quote and contract.

Technical Support

You may already have professional website hosting, you might even manage that hosting in-house; if that’s the case, great. If you don’t manage your own website hosting, or your current hosting environment does not support the solution we are providing, we can set up an account for you at one of our preferred, third-party hosting providers. We will charge you a one-off fee for installing your site on this server, plus any statistics software such as Google Analytics, then the updates to, and management of that server, plus any support issues will be up to you. We are not a website hosting company and so do not offer or include technical support for website hosting, email or other services relating to website hosting.

Legal stuff

We can’t guarantee that the functions contained in any web page templates or in a completed website will always be error-free and so we can’t be liable to you or any third party for damages, including lost profits, lost savings or other incidental, consequential or special damages arising out of the operation of or inability to operate this website and any other web pages, even if you have advised us of the possibilities of such damages.

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. Phew!

Copyrights

You guarantee to us that any elements of text, graphics, photos, designs, trademarks, or other artwork that you provide us for inclusion in the website are either owned by your good-selves, or that you have permission to use them.

When we receive your final payment, copyright is automatically assigned as follows:

You own the graphics and other visual elements that we create for you for this project.

We’ll give you a copy of all files and you should store them really safely as we are not required to keep them or provide any native source files we used to make them.

You also own text content, photographs and other data you provided unless someone else owns them. We own the markup, CSS and other code and we license it to you for use on only this project. We love to show off our work and share what we have learned with other people, so we reserve the right to display and link to your completed project as part of our portfolio and to write about the project on websites, in magazine articles and in books about web design.

Payments

We are sure you understand how important it is for a small business that you pay the invoices that we send you promptly. As we’re also sure you’ll want to stay friends, you agree to stick tight to the following payment schedule.

100% deposit upfront.

NB: If you are unable to supply all of the right content at this stage, it does not mean we have not done our job. Once the site has been tested and is ready to go live, either with your content or placeholder images and dummy text, we will issue the final invoice. Once the final invoice is paid we will hand over the keys and show you how to put your own content in once it’s ready. If the final invoice is not paid within the credit terms we have given you, we are under no obligation to keep the site on our testing server or continue with the project in any way.

But where’s all the horrible small print?

Just like a parking ticket, you can’t transfer this contract to anyone else without our permission. This contract stays in place and need not be renewed. If for some reason one part of this contract becomes invalid or unenforceable, the remaining parts of it remain in place. Although the language is simple, the intentions are serious and this contract is a legal document under the exclusive jurisdiction of the Courts of Australia.

Website Care Plan Terms and Conditions

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 4 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 support@unbrandeddigital.com

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 Unbranded Digital (i) immediately if Customer fails to pay any fees hereunder; or (ii) if Customer fails to cooperate with Unbranded Digital or hinders Unbranded Digital’s ability to perform the Client Care Plan hereunder.

2. Client Care Plan – Unbranded Digital 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 Unbranded Digital 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 Unbranded Digital as provided in the agreement. Unbranded Digital 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 [Unbranded Digital.

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

• To provide Unbranded Digital 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 Unbranded Digital 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.
• Unbranded Digital 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 Unbranded Digital 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
• Unbranded Digital is not responsible for rewriting sentences, restructuring paragraphs, or checking for typing errors, misspellings, etc.
• Unbranded Digital is not responsible for changes made to Customer’s web site(s) by other parties.
• Unbranded Digital is not responsible for third-party plugins that may become unusable as a result of Client Care Plan performed.
• Unbranded Digital 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 $124.00 per hour. Unbranded Digital 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 $124.00 per hour.

7. Indemnification – Customer shall indemnify and hold harmless Unbranded Digital (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 Unbranded Digital as a result of any claim, judgment, or adjudication against Unbranded Digital 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 Unbranded Digital (the “Customer Content”), or (b) a claim that Unbranded Digital’s use of the Customer Content infringes the intellectual property rights of a third party. To qualify for such defence and payment, Unbranded Digital 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 – Unbranded Digital 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, Unbranded Digital 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 Unbranded Digital 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. Unbranded Digital 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 Unbranded Digital:

• Customer represents to Unbranded Digital and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to Unbranded Digital 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 Unbranded Digital and its subcontractors from any claim or suit arising from the use of such elements furnished by customer.
• Customer guarantees to Unbranded Digital 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 Unbranded Digital 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 Unbranded Digital 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 Unbranded Digital 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, Unbranded Digital 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 – Unbranded Digital, 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 Unbranded Digital, whether by regulation or contract. In no way is Unbranded Digital 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 Victoria. All disputes under this agreement shall be resolved by litigation in the courts of the state of Victoria, 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 Unbranded Digital. Unbranded Digital 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. Unbranded Digital is not responsible for changes made to customer’s web site(s) by other parties.