Terms and Conditions

  1. Authorisation
    1. This Agreement (the “Agreement”), dated as of signatory date (the “Effective Date”), is by and between the Service Provider and the Client.
    2. The Client is engaging the Service Provider for the specific purpose of developing and/or improving and/or running and maintaining a Web site to be installed on the Service Providers (Content Maximiser’s) web space located on a web server.
    3. The Client desires to retain Content Maximiser to provide certain professional implementation and integration and licensing services detailed in the Statement of Work upon the terms and conditions hereinafter set forth, and Content Maximiser is willing to perform such services.
    4. Each Party warrants that their representative whose signature appears below is the duly authorised representative of the Client and the authorised representative of the Client certifies that he or she is legally capable of entering into this agreement on behalf of the Client.
    5. In consideration of the mutual covenants and agreements hereinafter set forth, the parties agree as follows.
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  3. Term
    1. This Agreement shall commence as of the Effective Date and, unless sooner terminated pursuant to Section 3, shall continue for term as stated in Service Agreement (the “Term”). After the Minimum Period the Agreement will continue on a rolling month by month basis, until at such time a 30 days final written notice is required to be provided by Client.
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  5. Termination; Effect of Termination
    1. Termination. Content Maximiser may terminate this Agreement or any Statement of Work immediately upon written notice in the event (a) Customer fails to pay any amounts payable hereunder within ten (10) days after receiving written notice from Content Maximiser that payment is past due, (b) Client breaches any material term of this Agreement.
    2. Effect of Termination / Expiration. Upon expiration or termination of this Agreement and/or Statement of Work for any reason:
      1. Client will pay for remaining balance of fees due under this Statement Of Work.
      2. Under the Practice Growth Program, the payment of the remaining balance of fees under this Statement of Work will be treated as follows:
        1. Set Up Fee Reimbursement: A reimbursement of costs incurred for the Set Up Fee will be charged accordingly to fee stated in the Service Agreement
      3. Each party shall (i) return to the other party all documents and tangible materials (and any copies) containing, reflecting, incorporating or based on the other party’s Confidential Information and (ii) certify in writing to the other party that it has complied with the requirements of this clause; provided, however, that Client may retain copies of any Confidential Information of Content Maximiser’s incorporated in the Deliverables or to the extent necessary to allow it to make full use of the Services and any Deliverables under the terms of this Agreement.
      4. Notwithstanding anything to the contrary in Clause 3(iii), the Receiving party and/or its Affiliates may retain any Confidential Information that (i) it is required to keep for compliance purposes under a document retention policy or as required by applicable law, rules, regulations, professional standards, a court or regulatory agency; or (ii) have been created electronically pursuant to automatic or ordinary course archiving, back-up, security or disaster recovery systems or procedures.
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  7. Fees
    1. In consideration of the provision of the Services by Content Maximiser and the rights granted to Client under this Agreement, Client shall pay the fees set forth in the applicable Statement of Work.
    2. Where fixed cost items (e.g., hardware rental, software licenses, etc.) are included in the Services, the total price of those items shall be paid to Content Maximiser in advance of commencement of any Services and shall not be refundable.
    3. Client shall pay all properly invoiced amounts due to Content Maximiser within 7 days after Client’s receipt of such invoice. Unless otherwise stated in the applicable Statement of Work, all payments hereunder shall be in the currency specified in the applicable Statement of Work and made by credit card direct debit.
    4. All amounts payable under this Agreement are exclusive of sales, use, value-added, withholding, and other taxes and duties. Client will pay all taxes and duties assessed in connection with this Agreement by any authority, except for taxes payable on Content Maximiser’s net income. If any such tax or duty has to be withheld or deducted from any payment under this Agreement, Client shall gross-up the payment under this Agreement by such amount as shall ensure that after such withholding or deduction Content Maximiser shall have received an amount equal to the payment otherwise required.
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  9. One Off Web Design and Development
    1. This agreement contemplates the development by Content Maximiser of a standard website layout, graphic creation, JavaScript and any source code required to complete the project as outlined in the Website Proposal.
    2. It is anticipated that the Content Maximiser will create, capture or receive from the Client all the graphic elements necessary to complete the Client’s website.
    3. The Client agrees that website design will not commence until the required payment is paid in full and all final text and images are provided in digital format. Content Maximiser will provide an initial design concept based on the design brief provided by the Client.
    4. Content Maximiser and the Client must work together to complete the website in a timely manner for both parties to remain profitable.
    5. Content Maximiser agrees to work expeditiously to complete this project within a reasonable time frame, however, shall have no responsibility for delays caused by the Client or the Client’s actions.
    6. All fees related to establishing a hosting service is payable to Content Maximiser and will be invoiced directly to the Client by Content Maximiser. The Client understands that use of the hosting services is subject to the Terms and Conditions as provided.
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  11. Cross Browser Compatibility
    1. This agreement contemplates the creation of a website viewable by website browsers most commonly used at the time development of the project commences. Compatibility is defined as all critical elements of each page being viewable in each of the aforementioned browsers.
    2. The Client is aware that some advanced techniques on the internet, however, may require a more recent browser version and brand or plug-in. The Client is also aware that as new browser versions are developed they may not be backward compatible. Time spent to redesign a site for compatibility due to the introduction of new browser versions will be separately negotiated and be in addition to the base price of this agreement set out in the Website Proposal.
    3. Note that if additional pages are necessary to accommodate specific browsers, plug-in technology, screen resolutions, or platforms, additional charges may apply.
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  13. Text
    1. A ‘final’ copy of text will be provided by the Client in a digital format. Pages exceeding that of a normal A4 sized page of text in a 10 to 12-point font may be subject to additional fees for increased formatting time. Text required to be displayed within tables may also incur further charges for increased formatting time, e.g. comparison charts or price lists. Time required to make substantive changes to client-submitted text after a web page has been constructed will be charged at an hourly rate.
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  15. Photography
    1. If professional photographic capture is necessary, the Client is solely responsible for organising the capture of any photographs required and the resulting fees incurred.
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  17. Additional Expenses
    1. The Client agrees to indemnify and reimburse Content Maximiser for any critical Client requested costs and expenses necessary for the completion of the project. Examples would be:
      1. Purchase of specific fonts at the Client’s request;
      2. Purchase of specific photography at the Client’s request;
      3. Purchase of specific software at the Client’s request;
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  19. Client Changes
    1. Content Maximiser prides itself in providing excellent customer service. This is the spirit of our agreement and the spirit of Content Maximiser’s business. To that end, we encourage input from the Client during the design process.
    2. Content Maximiser understands, however, that Clients may request significant design changes to the pages that have already been built to the Client’s specification. To that end, please note that our agreement does not include a provision for ‘significant page modification’ or creation of additional pages in excess of that outlined in the Website Proposal. If significant page modification is requested after a page has been built to the Client’s specification, it will incur an additional charge.
    3. Some examples of significant page modification at the request of the Client include:
      1. Developing a new layout structure to accommodate a substantial redesign at the Client’s request;
      2. Replacing more than 75% of the text to any given page at the Client’s request;
      3. Creating a new navigation structure or changing the link graphics at the Client’s request;
      4. Significantly reconfiguring any database structures and/or background services.
    4. Moderate changes, however, will always be covered during the development of the site and also covered by our maintenance agreement outlined in the section titled ‘Maintenance’ below.
    5. We strive to accommodate the needs of each Client and we maintain a liberal redesign policy. We cannot, however, provide major redevelopment services in excess of the tasks outlined in the Website Proposal as contemplated by this agreement.
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  21. Training
    1. Content Maximiser will provide e-mail and telephone assistance to the Client’s designated representative(s) regarding management of the Client’s website. Sometimes, however, training for one or more individual face to face is desired. This agreement allows for one hour of Zoom video call training. Further training requirements will be charged on an hourly basis.
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  23. Maintenance
    1. Minor website maintenance corresponds up to an average of one-half hour for one or more tasks to be completed at one time. This includes updating links and making minor changes to a sentence or paragraph.
    2. It does not include replacing nearly all the text from a page with new text, major page reconstruction, new pages, navigation structure changes, or major changes to the database and/or background services of the website. Such changes in excess of the tasks outlined in the Website Proposal will be charged on a half hourly basis.
    3. Complete redesign and/or restructuring of the website, requires a separate ‘Web Design and Development Agreement’ to be signed by the Client and Content Maximiser.
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  25. Third Party or Client Page Modification
    1. Some Clients will desire to independently edit or update their web pages after completion of the site. This is always an option for Clients of Content Maximiser. However, if the Client or an agent of the Client other than Content Maximiser attempts to update the website and damages the design or impairs the ability for the web pages to display or function properly, time to repair the web pages will be assessed at an hourly rate.
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  27. Design Credit
    1. The Client agrees that Content Maximiser may place their logo within the Client’s website establishing design and development credit. The Client also agrees that the website created for the Client may be included in Content Maximiser portfolio.
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  29. Ownership to Website Components
    1. As between Client and Content Maximiser, all Intellectual Property Rights and all other rights in and to the Deliverables (except for any Confidential Information of Client or Client Materials) and the Pre-existing Materials shall be owned by Content Maximiser.
    2. Upon final payment outlined in Termination; Effect of Termination Clause 3(b)(ii)(5) the Client is assigned rights to use as a website, the design, graphics, text, and source code contained in the finished assembled website.
    3. Rights to fonts, photos, graphics, and text purchased on behalf of the Client for completion of this project and at additional cost to this agreement are specifically transferred to the client.
    4. Rights to fonts, photos, graphics, and text not purchased at additional cost, along with any JavaScript and source code are not specifically transferred to the client and remain the property of their respective owners.
    5. Content Maximiser retain the right to display graphics and other web design elements as examples of their work in their respective portfolios.
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  31. Copyrights and Trademarks and Intellectual Property Rights
    1. The Client represents to Content Maximiser and unconditionally guarantees that any elements of, photos, designs, trademarks, or other artwork furnished to Content Maximiser for inclusion in the Client’s website are owned by the Client, or that the Client has permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend Content Maximiser and its subcontractors from any claim or suit arising from the use of such elements furnished by the Client.
    2. Client and its licensors are, and shall remain, the sole and exclusive owner of all right, title and interest in and to the Client Materials, including all Intellectual Property Rights therein. Content Maximiser shall have no right or license to use any Customer Materials except solely during the Term of the Agreement to the extent necessary to provide the Services to Client. All other rights in and to the Client Materials are expressly reserved by Client.
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  33. Limitation of Liability
    1. The Client agrees that any material submitted for publication will not contain anything leading to an abusive or unethical use of the Web Hosting Service, the Host Server or Content Maximiser. Abusive and unethical materials and uses include, but are not limited to, pornography, obscenity, nudity, violations of privacy, computer viruses, harassment, any illegal activity, spamming, advocacy of an illegal activity, and any infringement of privacy.
    2. The Client hereby agrees to indemnify and hold harmless Content Maximiser from any and all claims resulting from the Client’s publication of material or use of those materials.
    3. It is also understood that Content Maximiser will not publish information over the Internet which may be used by another party to harm another. Content Maximiser will also not develop any unlawful website for the Client. Content Maximiser Pty Ltd reserves the right to determine what is and is not unlawful.
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  35. Indemnification
    1. The Client agrees that it shall defend, indemnify, save and hold Content Maximiser harmless from any and all demands, liabilities, losses, costs and claims, including reasonable legal fees associated with Content Maximiser development of the Client’s website. This includes liabilities asserted against Content Maximiser, its agents, its clients, servants, officers and employees, that may arise or result from any service provided or performed or agreed to be performed or any product sold by the Client, its agents, employee or assigns.
    2. The Client also agrees to defend, indemnify and hold harmless Content Maximiser against liabilities arising out of any injury to person or property caused by any products or services sold or otherwise distributed over the Client’s website. This includes infringing on the proprietary rights of a third party, copyright infringement, and delivering any defective product or misinformation which is detrimental to another person, organisation or business.
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  37. Nondisclosure
    1. Content Maximiser will ensure that its employees agree that, except as directed by the Client, will not at any time during or after the term of this Agreement disclose any Confidential Information to any person whatsoever. Likewise, the Client agrees that it will not convey any Confidential Information obtained about Content Maximiser to another party.
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  39. Non-Solicitation/Non-Hire
    1. Client agrees that, during the Term and for a period a one year after, it will not directly or indirectly solicit, employ, or engage the service of any Content Maximiser Personnel who were involved in providing Services under or relating to this Agreement without prior written permission of Content Maximiser.
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  41. Force Majeure
    1. No party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement or Statement of Work (except for any obligations to make payments to the other party hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the affected party’s reasonable control, including, without limitation: (a) acts of God; (b) flood, fire or explosion; (c) war, invasion, riot or other civil unrest; (d) actions, embargoes or blockades in effect on or after the date of this Agreement; (e) national or regional emergency; (f) strikes, labor stoppages or slowdowns or other industrial disturbances; (g) compliance with any law or governmental order, rule, regulation or direction, or any action taken by a governmental or public authority, including but not limited to imposing an embargo, export or import restriction, quota or other restriction or prohibition, or failing to grant a necessary license or consent; (h) shortage of adequate power or telecommunications or transportation facilities; (i) changes implemented by Google, Facebook, Instagram or any other social media platforms or third party applications that modify conditions, rules, algorithmic alterations that are beyond the control of Content Maximiser or (j) any other event which is beyond the reasonable control of such party (each of the foregoing, a “Force Majeure Event”).
    2. A party whose performance is affected by a Force Majeure Event shall give notice to the other party, stating the period of time the occurrence is expected to continue and shall use diligent efforts to end the failure or delay and minimise the effects of such Force Majeure Event.
    3. During the Force Majeure Event, the non-affected party may similarly suspend its performance obligations until such time as the affected party resumes performance.
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  43. Dispute Resolution
    1. If there is any dispute arising under this agreement, the parties undertake to use all reasonable efforts in good faith to attempt to resolve the dispute which arises between them. A party may give the other party a notice of dispute in connection with this agreement. Both the parties must first attempt to resolve the dispute amicably on mutually reasonable terms before commencing any mediation.
    2. Any disputes in excess of $7,500 (or the maximum limit for Disputes Tribunal) arising out of this Agreement shall be submitted to binding arbitration in accordance with the Commercial Arbitration Act 1990.
    3. The Arbitrator’s award shall be final, and judgment may be entered in any court having jurisdiction thereof. The Client shall pay all arbitration and court costs, reasonable legal fees and legal interest on any award or judgment in favour of the Content Maximiser or as directed by the award.
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  45. Governing Law
    1. This agreement shall be governed and construed in accordance with the laws of New South Wales. Any legal action arising out of its use shall be brought and enforced under the laws of New South Wales. By signing this agreement, both parties agree to submit to the jurisdiction of the courts of New South Wales and any legal action pursued shall be within the exclusive jurisdiction of the courts of New South Wales.