Word of Mouth Agency Pty Ltd Terms & Conditions
The following terms and conditions (Terms) will apply to all Services provided by Word of Mouth Agency Pty Ltd ACN 607 995 737 (WOM). The Services include, but are not limited to, the services described in clauses 8 through to 12 of these Terms, and any other services provided by WOM, as specified in a quote or proposal provided to you by WOM (Proposal).
By using the Services and/or accepting the Proposal you agree to be legally bound by these Terms.
1.0 Terms & Conditions
1.1 These Terms are incorporated into all Proposals you enter into with WOM confirmed or signed through email or Proposal.
1.2 You agree to use the Services in accordance with these Terms and all applicable laws and regulations.
2.1 The total price for the Services, as specified in the Proposal (Price), must be paid in accordance with these Terms and any other terms specified in the Proposal. For website design and graphic design services described in clauses 9 and 10 you will pay an up-front fifty percent (50%) deposit of the Price, payable upon entering into an agreement with WOM confirmed through email or Proposal, and the remaining fifty percent (50%) of the Price will be paid on completion of the Services. For social media services, the Price must be paid within the month the Services are undertaken.
2.1 In the event the scope of the Services are increased or decreased, the Price may be proportionately increased or decreased. Such increase or decrease to the Services and/or Price will be agreed between the parties prior to WOM undertaking the additional Services.
2.2 All Proposals are valid for ninety (90) days only.
3.0 Monthly & Annual Payments, Payment Renewals
3.1 You grant WOM permission to invoice you, in accordance with these Terms and any other terms specified in the Proposal
3.2 Where an invoiced amount is not paid on or before its due date for payment, WOM has the right to add 5% interest to the overdue amount, and every month thereafter, until such overdue amount is paid. Any interest must be paid upon demand by WOM.
3.4 Payment is accepted through EFT (Electronic Funds Transfer) to the named Bank Account Name, BSB and Account Number as specified in WOM’s invoices.
3.5 invoice numbers must be referenced on the description of any EFT payments to WOM.
4.1 WOM’s total aggregate liability arising out of or in connection with these Services and/or Terms will be capped at the Price.
4.2. Neither party will be liable to the other party for any special, indirect or consequential loss arising out of or in connection with the Services and/or these Terms.
5.0 Suspension or Cancellation of Services
5.1 You agree that WOM reserve the right to suspend or cancel any part or all of the Services if:
- You do not pay any invoices within sixty (60) days of their due date.
- You breach any obligation in these Terms.
- WOM, acting reasonably, believe you are involved in illegal and/or fraudulent activity.
- WOM, acting reasonably, believe the use of the Services may cause damage or loss to WOM or any of WOM’s third party suppliers.
- You fail to provide the required content, and by the required date, specified in the Proposal for WOM to complete the Services.
5.2 If the Services are cancelled or suspended under clause 5.1:
- You must pay any owing invoices within the earlier of thirty (30) days from the date the Services are cancelled and the due date for that invoice.
- WOM may delete all information and data held in relation to the Services after ninety (90) days from the date the Services are cancelled.
- You release WOM from any and all claim(s) arising from cancellation of the Services under these Terms. For the avoidance of doubt, such cancellation does not limit either party’s rights, caused by a breach of these Terms, or in relation to any claims either party has against the other before the date the Services are cancelled.
5.3 Either party may cancel the Services by providing at least fourteen (14) days written notice. If you have not provided such notice of cancellation of the Services prior to any renewal dates specific in the Proposal then WOM has the right to invoice you for the renewing amount.
5.4 If you choose to abandon the development of a website and/or any Services prior to completion, WOM will not return the initial 50% deposit of the Price paid to WOM specified in clause 2.1. Any associated remaining fees may be requested to be paid depending on the status of completion in WOM’s reasonable opinion.
6.1 WOM warrants that the Services will be in accordance with these Terms and/or the Proposal for a period of sixty (60) days from completion of the Services (Warranty Period). During the Warranty Period, if the Services are proven to be defective, WOM shall repair such defective Services at its sole cost. For the avoidance of doubt, WOM will not be liable for any defective Services in the event a third party software provider or yourself caused or contributed to such defect.
7.0 Client Supplied Materials & Content
7.1 You will supply content, images and any other relevant information unless otherwise stated or created by WOM. WOM will not be held responsible for plagiarism or copywriting text or imagery.
7.2 You agree to indemnify WOM against any claims brought against WOM by any third party for intellectual property infringement arising out of or in connection with the Services.
7.3 The parties will agree on a timeline where content and imagery, as described in clause 7.1, will be provided to WOM by a specific date to enable WOM to complete the Services by the completion date specified in the Proposal.
8.1 Any private passwords or access provided to WOM will be kept strictly confidential.
8.2 WOM will not be liable for any loss you incur if any passwords are leaked by an external party or third party applications.
8.3 Each party agrees to keep all information provided to it in connection with the Services strictly confidential and shall not disclose any information to any third party without the written consent of the provider of such confidential information.
9.0 Website Design & Website Hosting
9.1 Websites hosted by WOM are completely controlled by WOM and you can only move to a different website hosting provider once payment is made to WOM in full and you provide WOM 30 days written notice. WOM can assist with providing digital backups of a complete website for a minor fee or provide the access details for you to arrange any digital backups.
9.2 WOM is not liable for updating plugins, WordPress, CMS Updates or PHP for any website controlled by WOM’s servers.
9.3 Any third party website applications, website plugins or website related subscriptions will not be included in our quotations and will be additionally charged.
9.4 Ongoing website support is provided by WOM for all website hosting services, unless you have made manual edits in the platform or CMS, and provided your website admin login details to a third party. If this is the case then all updates, fixes, repairs and changes may incur additional charges.
9.5 In the event you require a website backup, WOM will charge for the website files. WOM has regular backups for websites that are hosted by WOM. If your website goes offline and/or has errors and it’s not under a WOM website hosting plan then WOM will not be liable for assisting to bring your website back online.
9.6 If website admin access is provided to you, you are completely liable for any issues, bugs, errors and fixes that occur from you even if WOM is hosting your website. If WOM must make any changes from your actions there will be our hourly rate charge.
10.0 Graphic Design
10.1 Graphic design may include, but is not limited to logo design, poster design, business card design and/or any graphic related.
10.2 Any designs created by WOM have permission to be publicly advertised through our www.wordofmouthagency.com.au website and social media pages (Facebook and/or Instagram).
10.3 On completion of a graphic design project, you rightfully own all designs created and WOM will deliver the completed files of a project in the requested and agreed formats (file types: .AI, .PSD or .PDF). Any further changes requested by WOM after a design project is complete is will incur additional charges.
11.0 Social Media Management
11.1 Entering into a social media agreement service with WOM gives WOM permission to create and post social media content on behalf of you.
11.2 WOM will not be held accountable for comments, messages or feedback received through social media management on Facebook and/or Instagram.
11.3 You agree to grant complete access to all social media platforms necessary for WOM to complete the Services.
11.4 You approve WOM to openly ‘Like’, ‘Comment’ and ‘Follow’ public and private users on social media platforms.
12.0 Paid Advertising, Google AdWords
12.1 WOM provides setting up digital advertising campaigns through Google for paid views and traffic to your website.
12.2 All costs related to paid advertising will be charged directly to you managed by WOM subject to the agreement of the ad spend budget specified in the Proposal.
12.3 Google AdWords and paid advertising setup by WOM is rightfully owned by WOM.
13.0 Email Addresses
13.1 WOM can provide custom email addresses for your domain through a third party service and assist with the initial setup of the email on desktop and mobile platforms. WOM will pass on all charges incurred for and relating to any additional email support after this period.
13.2 If there are any technical issues with your email software or platform WOM has the right to charge fees for support and email assistance related to this matter.