Date: October 2015
These terms apply to website design contracts commenced before 1st July 2018.
These are the Service Terms for Website Done For You. The Service Description for this Service is set out at http://www.melbourneit.com.au/website-done-for-you/. Our Universal Terms of Service apply to this Service.
Certain words used in these Service Terms have special meanings, as set out in clause 8. Any terms used and not defined in these Service Terms have the same meaning as given to them in the Universal Terms of Service.
1.1 If you have purchased a Service with a minimum term (fixed term), your minimum total cost is set out in the Service Description.
1.2 You may upgrade your fixed term Service at any time provided you pay any increased fees that apply to the upgraded Service; your upgraded Service will commence from the beginning of the billing month after you have given notice of the upgrade. If you wish to downgrade a fixed term service, you may only do so if there is more than 6 months remaining in your fixed term, and by providing 6 months' notice.
2.1 The Service includes the building and customisation of a website for you (including populating with customized content) (Website) and ongoing support of the Website (on a monthly basis and subject to payment of the monthly fees).
2.2 Specifications of your Website will be determined by your selected Service plan and outlined in the Service Description. The building and customisation of the Website includes the following:
(a) design based on inputs and instructions delivered by you (except where clause 2.4 applies);
(b) adding (including reformatting and resizing) (i) any logo provided by you (or creating a simple type based alternative), or (ii) images provided by you;
(c) adding copy provided by you, or writing unique copy based on inputs from you;
(d) changing the design and layout or functionality of any page or the skin (i.e. colour and fonts) based on your review;
(e) editing the search engine optimization meta-data used to optimize the Website for search engines;
(f) integrating any supported social media and video assets you request; and
(g) basic set up of e-commerce features and functionality.
2.3 Optional add-ons to add further components or functionality to your Website can also be purchased subject to additional fees (Add-ons). Add-ons will automatically renew on a monthly basis (unless specified otherwise) until they are cancelled by you or the Service is terminated. Full details of Add-ons can be found in the Service Description.
2.4 You may supply us with Content for customisation of your Website. All Content must be submitted to us as requested.
2.5 If you do not provide adequate Content or point to an existing website or other source of materials, we may proceed to build the Website utilizing category specific pre-produced photos from our Content Library, which may be customize based on the details provided by you (e.g. contact details, description of your business and other relevant information).
2.6 Should your selected Service plan include compatibility for a payment gateway system (Gateway), you agree and acknowledge that:
2.6.1 it is your responsibility to select, set up and manage a Gateway which is compatible with our platforms;
2.6.2 any fees or obligations concerning the Gateway is solely your responsibility; and
2.6.3 we will not be responsible for any delays or impacts to the Service caused by the Gateway.
2.7 If you have any objections or resistance to proceeding with the build and customization of the Website, or to the publication of the approved Website, you must notify us via email and specify the reasons for your objections or resistance (such to be reasonable, and genuine issues raised in good faith). We will investigate those reasons, and attempt to resolve your issues and concerns. If a resolution is unable to be agreed within seven (7) calendar days from the day on which we became aware of your objections, then either party may cancel the Service.
2.8 Completion of the build and customisation of the Website in a timely manner depends upon your responsiveness to any of our requests, and where applicable, provision of timely and complete feedback or approvals. We are not responsible for any delays in provisioning the Service which occur as a result of your failure to respond as requested or required.
3.1 We'll provide you with an opportunity to review the built Website, and provide us with any revision requests or approve the Website. If the Website is approved, or we receive no response from you within five (5) business days of our request, it will be published on the Internet to the domain name you have provided. The publication of the Website completes our obligations to you under these Service Terms, other than in respect of (i) our ongoing relationship as a service provider for the Website hosting and email components of the Service, and (ii) and the ongoing support of that Website (subject to your payment of ongoing monthly fees for the Service).
3.2 You agree you are solely responsible for the back-up of any data, websites or information (including without limitation email files, databases, hosted files etc.) which may be replaced pursuant to the provision of the Services (including without limitation as a result of the publishing of your Website.
For the Website hosting and email components of the Service, our Web Hosting & Website Builder Service Terms (available via https://www.melbourneit.com.au/policies/web-hosting/) will apply and are hereby incorporated into this Contract by reference as though fully set forth herein.
5.1 You are solely responsible for ensuring that you have all appropriate rights and licenses to the Content supplied and utilised in the Website. All Content must be submitted electronically, should be copies and not originals, and should be of a high quality standard. Should any files be too large for electronic delivery, you must make arrangements for these to be delivered to us. We reserve the right, in our sole discretion, to refuse to use any Content we believe is objectionable or may infringe upon the intellectual property rights of others, or would be in breach of our Acceptable Use Policy. Unless we have otherwise expressly agreed, we will not return any Content to you, and you are responsible for maintaining back-up copies of all submitted Content. Under no circumstances will we be responsible or liable for any loss of, or damage to, any of your Content.
5.2 Melbourne IT claims no ownership over your Content. You expressly grant us, and our supplier, a worldwide, perpetual, irrevocable, non-exclusive, royalty-free licence to cache the entirety of the Website (including your Content). You agree that any such caching is not an infringement of any of your intellectual property rights or any third party's intellectual property rights.
5.3 Additionally, you grant us, and our supplier, a worldwide, perpetual, royalty-free, and sub-licensable license to:
(a) use in connection with producing the Website and delivering the Service, any Content and any pictures, images and voice recordings of the Client's facilities, properties or products or its employees, agents or clients where created by us (or our supplier)(if any) in the course of provisioning the Service (for clarity, also "Content"); and
(b) create, publish and use screenshots or depictions of your Website (including any Content) for our marketing activities (for example, creating marketing materials that show screenshots of the Service in which the Website (including any Content) is featured). You may withdraw consent to this use by notifying us in writing at melbourneit@websitedoneforyou.com.au, and we will take reasonable steps to process your removal request.
5.4 You represent and warrant that:
(a) you have full rights to use, broadcast and distribute the Content and documentary substantiation for all the claims made therein;
(b) Content is truthful and not misrepresentative or misleading and does not plagiarise, libel, defame or harm any party;
(c) your use of the Service will not invade the rights of privacy of any third party or otherwise infringe upon or violate the rights or property interests of any third party; and
(d) you will not use the Service except as permitted by these Service Terms.
5.5 You agree you are responsible for obtaining any agreements and/or consents required of any third parties in connection with the grant of any licences to us (or our supplier) under this Service Terms.
5.6 To the extent your Website contains any copy, images (including logos or photos), or any other content or material from our Content Library (Library Material), then we grant you a royalty-free, non-exclusive, revocable, worldwide license to, for the term of the Service,:
(a) use such Library Material on your Website; and
(b) use and create derivatives of your Website (which includes Library Material) in connection with advertising activities relating to you.
5.7 Other than permitted under clause 5.6, you may not copy, modify, distribute, decompile, sell, rent, sublicense or translate any Library Material or grant any other person or entity the right to do so. Ownership of all Library Material shall remain at all times us or our supplier (or the relevant third party).
5.8 Any Websites delivered by us under the Service are without any representation or warranty as to your ability to obtain trademark, copyright, or similar protections in any jurisdiction throughout the world. We expressly disclaim (i) all liability to you or any third party for any infringement of intellectual property or proprietary rights; and (ii) that we will be responsible for, or provide any advice or guidance in respect of, any potential intellectual property rights issues which may arise from your use of the Service (including without limitation the use of Content in your Website).
5.9 We are not responsible for any Content contained in your Website, nor are we responsible for your use of the Website. You are solely responsible for ensuring your Website complies will all applicable laws and regulations, and does not infringe any third party's rights, at all times.
5.10 Your access to, and continued use of, the Website is contingent upon, and at all times subject to, payment of the monthly fees for the Service. Except as otherwise expressly stated in these Service Terms, no other rights, titles or interests in the Website are granted to you.
6.1 You agree to indemnify and hold harmless Melbourne IT, and its supplier, and their affiliates and their respective officers, agents, partners, directors, shareholders, suppliers, and employees from and against any loss, damages, liabilities, claims, demands, suits, expenses, including reasonable attorneys' fees, which any such party may incur arising out of or relating to:
(a) Content or your modification, display and use of the Website;
(b) claims that your products or services are defective, injurious or harmful or violate the rights of any third parties;
(c) claims relating to any Gateway; and
(d) claims predicated on a breach by you of these Service Terms or the Contract.
7.1 You may cancel the Service at any time upon written notice to us. Cancellation will automatically terminate (i) all access to the Website, and (ii) the Website hosting and email components. Cancellation of the Service will not result in cancellation of any other associated Melbourne IT services (eg. email services, SSL certificates etc.). Refunds do not apply for cancellations under this clause 7.1.
7.2 On cancellation or termination of the Service, all licenses granted to you under these Service Terms shall immediately terminate.
7.3 In addition to any other obligation in these Service Terms, upon cancellation or termination of this Service, we may delete all data, including any content, files (including, without limitation, email files, if applicable) from our systems (including any storage media) without any liability to you whatsoever.
Content means any logos, pictures, slogans, art, Customer Data and other materials provided to us in connection with the Service, or which are uploaded/added by you directly through your use of the Service.
Content Library means a repository of pre-produced photos, images, logos, videos and other materials (which may include licensed third party materials).
Customer Data means all information regarding you (including without limitation any listing details, trade name, trade address, phone number, website address, contact information (including telephone, email or other), primary email address(es), contact name etc.) provided by you in connection with the Service.