Terms and Conditions

1. Definitions and Interpretations

Version Draft :: Revised 19th November, 2017

The Service Terms and Conditions forms part of, and is to be read in conjunction with, the Items Schedule of each Client Service Agreement.


1.1 In this document

(a) “the Company” means The Virtual Webmaster Pty. Ltd. (Australian Company Number 620 182 916) of 19 Cloughs Road. Mernda, Victoria, Australia.

(b) “the Client” means the party (bound jointly and severally where more than one) as specified in Item 1 of the Client Service Agreement, and if the Client is a Corporation then each of the directors of the Client both jointly and severally with the Corporation regardless of them not being named in Item 1.

(c)”Virtual Webmaster” means an appropriately experienced resource contracted and allocated by the Company to provide professional internet services to the Client.

(d) “Client Service Agreement” means the agreement provided by the company to the client for provision of specified services and containing the Items Schedule which is to be read and used in conjunction with these Service Terms and Conditions.

(e) “Authorized Contact” means the person specified in Item 2 of the Client Service Agreement, who is appointed by the client and given the authority to liaise with the Company, make decisions and give direction with regard to work the client has contracted the Company to perform.

(f) “Work To Be Performed” means the work specified by the Client in Item 3 of the Client Service Agreement.

(g) “local person” means a person located in your country with the right to work in your country.

(h) “The Virtual Webmaster” means the Company.

(i) “we”, “us” and “our” means the Company.

(j) “you” and “your” means the Client.

(k) “Website Management” means the provision of services described in any of the monthly packages described in Paragraphs 4.2. 4.3 and 4.5.

(l) “Work Requests” means any request for professional internet services submitted by the Client to the Company.

(m) “Webmaster-on-demand” means the availability of professional internet services by Virtual Webmasters and Consultants allocated to the Client by the Company described in Paragraph 4.8.

(n) “Webmaster-On-Demand Hours” means time credits purchased by the Client and used by Virtual Webmasters and Consultants when providing professional internet services.

(o) “Webmaster-On-Demand Packages” means the advance purchase of Webmaster-on-demand hours at a discounted price to be held in Escrow by the Company as credits to be used for Webmaster-on-demand services described in Paragraph 4.9.

(p) “Work Request Priority” means the availability of different response times charged at different rates as described in Paragraph 4.10.

(q) “Hacking Protection Guarantee” means the guarantee by the Company to work at NO charge to the Client to repair and/or recover a website that has been hacked.

(r) “Virtual Sentinel – Website Management” means the service package described in Paragraph 4.2.

(s) “Virtual Protector – Website Management” means the service package described in Paragraph 4.3.

(t) “Virtual Guardian – Website Management” means the service package described in Paragraph 4.4.

(u) “Secure Business Hosting” means the service package described in Paragraph 4.5.

(v) “Secure Developer Hosting” means the service package described in Paragraph 4.6.

(w) “Secure Enterprise Hosting” means the service package described in Paragraph 4.7.

2. Work and Responsibilities

2.1 The Client has requested the Company to perform the work specified in Item 3. The Client accepts that the work may be extended from time to time, in accordance with written or verbal advice of the Client, or where the Company does so with the knowledge of the Client.

2.2 The Company agrees to perform the work.

2.3 This agreement applies to all work as described above, performed for and on behalf of the Client from the date of this Agreement.

2.4 The Company’s Duties:

(a) The company will carry out the work required with professional skill and diligence; (b) The Company will, as far as is reasonable, keep the Client informed of the progress of the work.

2.5 The Client’s duties:

(a) The Client will make reasonable efforts to be available to give the Company instructions in relation to the work to be carried out.

(b) When the Client anticipates being absent during a time when instructions will need to be given to the Company, the Client will make arrangements to enable contact between them.

(c) The Client will advise the Company in writing of any change in address to that set out in Item 1.

3. Persons Who Will Perform the Work

3.1 Allocation of Virtual Webmasters to Clients

(a) Work will be performed by appropriately experienced persons allocated by the Company.

(b) Wherever possible, the Company shall contract an appropriately experienced local person and assign him or her to the Client as their allocated Virtual Webmaster for the work and all future work requests.

(c) All work requests from the client will be automatically assigned to the allocated Virtual Webmaster in accordance with the work allocation process described in Paragraph 3.2, 3.3, 3.4, 3.5, 3.6 and 3.7.

(d) If the allocated Virtual Webmaster is unavailable or otherwise can’t provide a requested service the Company will temporally assign another appropriately experienced.

(e) The client can request a different Virtual Webmaster if they are not happy with the one they have been allocated.

3.2 Submitting Work Requests

(a) All work requests must be made though the Virtual Webmaster support ticketing system.

(b) The Client will submit all work requests using an official online submission form provided by the Company

(c) Submitting work requests by other means may result in a delay in the response, and will not be subject to the guaranteed response times specified Paragraphs 3.5, 3.6 and 3.7.

(d) To protect against any single task blowing out and using up the available webmaster-on-demand support hours time allocated to new requests are limited to one hour by default, unless otherwise specified by the client. The allocated webmaster will advice the client if the requested task is expected to take more than the allocated time to complete.

(e) The Client has the option of removing the one hour time cap on the new work requests.

(f) The Client has the option of entering their own cap on the maximum time they would like to allocate to a new work request, the allocated webmaster will advise the client if the work can be completed within the time cap proposed by the client.

(g) The Client can designate the work request type in accordance with Paragraph 3.4

(h) The Client can set a priority for the work request in accordance with Paragraphs 3.5, 3.6 and 3.7.

(i) The Client will need to have sufficient Webmaster-on-demand support hours available for any work request submitted.

(j) The allocated Virtual Webmaster will advise the client of their Webmaster-on-demand support hour balance if there is not sufficient to perform the requested work.

3.3 Work Request Resolution Process

(a) Completed work requests are marked as resolved and they client is advised via email.

(b) The Client can re-open a ticket they believe has not been resolved.

(c) If the client does not re-open the work request, it will be automatically closed after 48 hours.

(d) Once a work request is completed and closed, the Client will be invited to rate their satisfaction with the completed work request.

(e) Completed work requests with a low rating will be automatically be sent to the Quality Assurance team for review and possible action.

3.4 Types of Work Requests

We wanted to make our Webmaster On Demand service as simple as possible, yet we also needed to make it flexible enough to meet the planning, management and accounting needs of different businesses, so to provide this flexibility we have defined three types of webmaster-on-demand work requests that allow you to separate work into different containers for reporting and budgetary reasons.

  • General Support – These are smaller ad hock jobs or seldom performed tasks that can normally be completed within thirty minutes, we will let you know if a work request is likely to take longer than 30 minutes so you can avoid having a single request use all your available support hours.
  • Scheduled Tasks – One of the great features of the Webmaster on Demand service is the ability to create a monthly work schedule for any recurring tasks. If you have anything you would like us to do daily, weekly, monthly or some other regular basis, you can create a scheduled work request and your virtual webmaster will automatically attend to this for you.
  • Special Projects – Larger tasks can be treated as a Special Project. Special Projects can be anything requiring substantial time such as major website development or design changes.

(a) Work requests are in 15 minute minimum blocks, but multiple smaller tasks can be combined into a single work request.
(b) Webmaster-on-demand Support hours are allocated to General Support by default (can be used for any purpose).
(c) If the client does not need the flexibility provided by the different Work Request types then can simply ignore them and treat all work requests as genera support.
(d) The Client can purchase multiple Webmaster-on-demand Support Packs, or one large Webmaster Support Pack, and allocate hours to specific purposes including Scheduled Tasks and/or Special Projects.
(e) The Client can create multiple Scheduled Tasks and Special Projects, each with their own allocated hours.
(f) Webmaster-on-demand Support hours allocated by the client to Scheduled Tasks can only be used for the specified scheduled tasks unless otherwise instructed by the client.
(g) Webmaster Support hours allocated by the client to Special Projects can only be used for the specified special projects unless otherwise instructed by the client.
(h) The client can specify how the Webmaster-on-demand Support hours are allocated at the time of ordering.
(i) The client can re-assign Webmaster-on-demand Support hours that have been previously allocated to any other purpose by requesting this in writing (this can be via email or as part work request)
(j) Completed Work requests are reported in real time via Online Time Sheets (the client will be provided with a URL so they can see how their hours are being used at anytime)
(k) We provide three priority types for work requests described in Paragraph 3.5, 3.6 and 3.7.
3.5 Normal Work Request allocation process[edit]
(a) Work request is automatically allocated to assigned webmaster and an alert sent to them.
(b) The allocated webmaster has 24 hours to pickup the work request.
(c) If the request is picked up by the allocated webmaster he/she will immediately communicate with the client, and determine if they will be able to complete task within the time frame the clients expects.
(d) If the allocated webmaster believes he or she does not have the required skill set, or otherwise can’t complete the task in the expected time frame, he or she will then contact the operations group and either request support or pass the request to another webmaster that can do it.
(e) If the request is not picked up in 24 hours the request is escalated to the operations group who will review the request and communicate to the client.
(f) Normal Work requests escalated to the Operation Group are immediately reviewed and the client contacted, it is then the responsibility of the operations group to actively find an appropriately experienced webmaster to pick up the ticket.
(g) Work requests received directly by phone or online Personal Messaging systems will be treated as Urgent and charged at the Urgent Work Request rate.

3.6 Urgent Work Request allocation process

(a) Urgent Work requests are automatically assigned to the allocated webmaster.
(b) The allocated webmaster has 2 hours to pickup the work request.
(c) If the request is picked up by the allocated webmaster, he/she will immediately communicate with the client, and determine if they will be able to complete task within the time frame expected by the client.
(d) If the allocated webmaster believes he or she does not have the required skill set, or otherwise can’t complete the Urgent Work request in the expected time frame of the client, he or she will then contact the operations group and either request support or pass the request to another webmaster that can do it.
(e) If the Urgent Work request is not picked up within 2 hours the request is automatically escalated to the operations group and an alert generated.
(f) Urgent Work requests escalated to the Operation Group are immediately reviewed and the client contacted, it is then the responsibility of the operations group to actively find an appropriately experienced webmaster to pick up the request.
(g) Urgent Work Requests are charged at a higher rate in accordance with Paragraph 4.10

3.7 Emergency Work Request allocation process

(a) Emergency Work requests are automatically assigned to the allocated webmaster.
(b) The allocated webmaster needs to immediatly pickup the work request.
(c) If the request is picked up by the allocated webmaster, he/she will immediately communicate with the client, and determine if they will be able to complete task within the time frame expected by the client.
(d) If the allocated webmaster believes he or she does not have the required skill set, or otherwise can’t complete the Urgent Work request in the expected time frame of the client, he or she will then contact the operations group and either request support or pass the request to another webmaster that can do it.
(e) If the Emergency Work request is not picked up immediately by the allocated webmaster then the request is automatically escalated to the operations group and an alert generated.
(f) Emergency Work requests escalated to the Operation Group are immediately reviewed and the client contacted, it is then the responsibility of the operations group to actively find an appropriately experienced webmaster to pick up the ticket.
(g) Emergency Work Requests are charged at a higher rate in accordance with Paragraph 4.10

4. Schedule of Fees

4.1 Fees for professional internet services
The Company will charge fees under this Agreement for provision of professional internet services provided by independent contractors in accordance with Paragraphs 4.2, 4.3, 4.4, 4.5, 4.6, 4.7, 4.8, 4.9, 4.10, 4.11 and 4.12 provided that the following terms shall always apply:

(a) The Company will calculate fees using the Standard Charge in accordance with Paragraph 4.8 unless the Client is contracted to a Package, in which case the fees pursuant to the Client’s Package shall apply.
(b) All fixed price service packages are paid at least one month in advance.
(c) All Webmaster-on-demand services are paid for using funds deposited and held in an escrow type account by the company prior to the commencement of the work.
(d) The Company may vary these rates on thirty (30) days notice, this variation will be deemed accepted if the Client does not object within seven (7) days.
(e) If the Client does object to the variation, and no agreement can be reached, this Agreement may be terminated in accordance with Paragraph 9.

4.2 Virtual Sentinel – Website Management
This service is for self-hosted websites and because some aspects of management are out of our direct control, it is provided on best-effort basis:

(a) The client will pay a fixed monthly Website Management fee of fifty nine dollars ($59) per month up front and maintain payments one month in advance
(b) The Monthly Fee is non-refundable in accordance with Section 9
(c) The Monthly Fee is payable regardless of the number of hours of work performed or for any other services provided by the Company.
(d) The website management package includes, and is limited to, Management of one (1) Domain, CMS Management, Daily Checking & Monitoring, Proactive Website Security, Website Malware Scanning, Backup Management, Monthly Offsite Backup and Performance Reporting.
(e) The client will be notified if any additional work is recommended or required to maintain the website that falls outside the scope of Paragraph 4.2(d)
(f) The client is required to purchase one of the Webmaster-on-demand Internet support packs to be used to setup their website management package.
(g) The Company shall charge a non-refundable Setup Fee (“the Setup Fee”) of two hundred and ninety five dollars ($295) which includes up to five (5) hours Webmaster-on-demand services to be used towards the general cleanup of the website.
(h) If additional hours will be required to complete the Setup the client will be notified and provided with a detailed explanation of any outstanding work required to prepare the site for the monthly website management package.
(i) The Setup Fee and Monthly Fee shall be payable via EziDebit Subscription or any other method notified by the Company.
(j) The client will receive a 10% discount on the total monthly fee for multiple website management regardless of the package selected for each website.
(k) This website management package does not include our Hacking Protection Guarantee.

4.3 Virtual Protector – Website Management
We provide Secure Business hosting with this package, and assume full responsibility for all aspects of management of your website. No finger pointing:

(a) The client will pay a fixed monthly Website Management fee of ninety nine dollars ($99) per month up front and maintain payments one month in advance
(b) The Monthly Fee is non-refundable in accordance with Section 9
(c) The Monthly Fee is payable regardless of the number of hours of work performed or for any other services provided by the Company.
(d) The website management package includes, and is limited to, Management of one (1) Domain, CMS Management, Secure Business Hosting, Dedicated IP address, Basic SSL Certificate, Daily Checking & Monitoring, Proactive Website Security, Website Malware Scanning, Backup Management, Monthly Offsite Backup and Performance Reporting.
(e) The client will be notified if any additional work is recommended or required to maintain the website that falls outside the scope of Paragraph 4.3(d)
(f) The client is required to purchase one of the Webmaster-on-demand Internet support packs to be used to setup their website management package.
(g) The Company shall charge a non-refundable Setup Fee (“the Setup Fee”) of two hundred and ninety five dollars ($295) which includes up to five (5) hours Webmaster-on-demand services to be used towards the general cleanup of the website.
(h) If additional hours will be required to complete the Setup the client will be notified and provided with a detailed explanation of any outstanding work required to prepare the site for the monthly website management package.
(i) The Setup Fee and Monthly Fee shall be payable via EziDebit Subscription or any other method notified by the Company.
(j) The client will receive a 10% discount on the total monthly fee for multiple website management regardless of the package selected for each website.
(k) This website management package includes our Hacking Protection Guarantee.

4.4 Virtual Guardian – Website Management
This service is the same as our Virtual Protector described in Paragraph 4.3, but includes hosting and management of an additional staging mirror of your website that can be used for testing and development for mission critical websites.:

(a) The client will pay a fixed monthly Website Management fee of one hundred and fifty ninety nine dollars ($159) per month up front and maintain payments one month in advance
(b) The Monthly Fee is non-refundable in accordance with Section 9
(c) The Monthly Fee is payable regardless of the number of hours of work performed or for any other services provided by the Company.
(d) The website management package includes, and is limited to, Management of one (2) Domain, CMS Management, Secure Developer Hosting, Dedicated IP address, One (1) Basic SSL Certificate, Daily Checking & Monitoring, Proactive Website Security, Website Malware Scanning, Backup Management, Monthly Offsite Backup and Performance Reporting.
(e) The client will be notified if any additional work is recommended or required to maintain the website that falls outside the scope of Paragraph 4.4(d)
(f) The client is required to purchase one of the Webmaster-on-demand Internet support packs to be used to setup their website management package.
(g) The Company shall charge a non-refundable Setup Fee (“the Setup Fee”) of two hundred and ninety five dollars ($295) which includes up to five (5) hours Webmaster-on-demand services to be used towards the general cleanup of the website.
(h) If additional hours will be required to complete the Setup the client will be notified and provided with a detailed explanation of any outstanding work required to prepare the site for the monthly website management package.
(i) The Setup Fee and Monthly Fee shall be payable via EziDebit Subscription or any other method notified by the Company.
(j) The client will receive a 10% discount on the total monthly fee for multiple website management regardless of the package selected for each website.
(k) This website management package includes our Hacking Protection Guarantee.

4.5 Secure Business Hosting
Secure Business Hosting is automatically included with our Virtual Protector website management described in Paragraph 4.3 and is provided as a stand alone service for those wanting reliable and secure hosting but not requiring our website management service.

(a) The client will pay a fixed monthly Website Hosting fee of thirty nine  ($39) per month up front and maintain payments one month in advance
(b) The Monthly Fee is non-refundable in accordance with Section 9
(c) The Monthly Fee is payable regardless of the status of the domain and website being hosted.
(d) The website hosting package includes,and is limited to, hosting of one (1) Primary Domain, One (1) Dedicated IP, five (5) GB Storage Space, ten (10) GB Monthly Bandwidth, Unlimited E-mail Accounts, cPanel Management console, Softaculas Installer, Full SDD Cloud, Daily Offsite Backup
(e) The client will be notified if any additional resources are recommended or required to maintain the website that falls outside the scope of Paragraph 4.5(d)
(f) Migration Assistance is provided FREE for cPanel hosted accounts.
(g) The Company does not guarantee that it can assist with migration of all non-cPanel hosting and if we are able to assist there may be a small charge
(h) The Monthly Hosting Fee shall be payable via EziDebit Subscription or any other method notified by the Company.
(i) The client will receive a 10% discount on additional Hosting packages.

4.6 Secure Developer Hosting
Secure Developer Hosting is automatically included with our Virtual Guardian Website Management described in Paragraph 4.4 and is provided as a stand alone service for those wanting reliable and secure hosting that includes a domain mirror, but not requiring our website management service.

(a) The client will pay a fixed monthly Website Hosting fee of ninety nine dollars ($99) per month up front and maintain payments one month in advance
(b) The Monthly Fee is non-refundable in accordance with Section 9
(c) The Monthly Fee is payable regardless of the status of the domain(s) and website(s) being hosted.
(d) The website hosting package includes,and is limited to, hosting of one (1) Primary Domain, one (1) Domain Mirror, One (1) Dedicated IP, ten (10) GB Storage Space, twenty (20) GB Monthly Bandwidth, Unlimited E-mail Accounts, cPanel Management console, Softaculas Installer, Full SDD Cloud, Daily Offsite Backup
(e) The client will be notified if any additional resources are recommended or required to maintain the website that falls outside the scope of Paragraph 4.6(d)
(f) Migration Assistance is provided FREE for cPanel hosted accounts.
(g) The Company does not guarantee that it can assist with migration of all non-cPanel hosting and if we are able to assist there may be a small charge
(h) The Monthly Hosting Fee shall be payable via EziDebit Subscription or any other method notified by the Company.
(i) The client will receive a 10% discount on additional Hosting packages.

4.7 Secure Enterprise Hosting
Secure Enterprise Hosting is for hosting of websites that have requirements that are not met by our set hosting packages and require a custom hosting package.

(a) (a) The client will pay a fixed monthly Website Hosting fee of one hundred ninety nine dollars ($199) per month up front and maintain payments one month in advance
(b) The Monthly Fee is non-refundable in accordance with Section 9
(c) The Monthly Fee is payable regardless of the status of the domain(s) and website(s) being hosted.
(d) The website hosting package inclusions will be detailed in the quote provided to the client
(e) The client will be notified if any additional resources are recommended or required to maintain the website that falls outside the scope of Paragraph 4.7(d)
(f) Migration Assistance is provided FREE for cPanel hosted accounts.
(g) The Company does not guarantee that it can assist with migration of all non-cPanel hosting and if we are able to assist there may be a small charge
(h) The Monthly Hosting Fee shall be payable via EziDebit Subscription or any other method notified by the Company.
(i) The client will receive a 10% discount on additional Hosting packages.

4.8 Webmaster-on-demand
Webmaster-on-demand is a pay-as-you-go service for the provision of professional internet services.

(a) The Standard Hourly Rate for the Webmaster-on-demand service is fifty nine ($59) dollars per hour.
(b) The Company will calculate fees using the Standard Hourly Rate unless the Client is contracted to a Package, in which case the fees pursuant to the Client’s Package shall apply.
(c) The Company provides for the provision of priority services at a higher hourly rate in accordance with Paragraph 4.10.
(d) All Work Requests for provision of internet professional services will require that funds be available in the form of hourly credits held in an escrow type account by the Company.

4.9 Webmaster-On-Demand Pricing
The following discounts will apply to webmaster-on-demand hours purchased in hourly packs described here as Webmaster Support Packs.

  • (1-9) Hours Webmaster on Demand Support Pack – Provision of (1-9) hours of professional internet services at fifty nine dollars ($59) per hour
  • (10-19) Hours Webmaster on Demand Support Price Break – Provision of (10-19) hours of professional internet services will receive a five percent (5%) discount reducing the hourly rate to fifty six dollars and five cents ($56.05) per hour
  • (20-39) Hours Webmaster on Demand Support Price Break – Provision of (20-39) hours of professional internet services will receive a ten percent (10%) discount reducing the hourly rate to fifty three dollars and ten cents ($53.10) per hour
  • 40 Hours and above Webmaster on Demand Support Price Break – Provision of (40 hours and above) of professional internet services will receive a fifteen percent (15%) discount reducing the hourly rate to fifty dollars and fifteen cents ($50.15) per hour

 

The Webmaster Support Packs are subject to the following conditions:

(a) Payment for Webmaster Support Packs is deposited into an escrow type account managed by the company.
(b) Webmaster Support Pack hours do not expire and are automatically carried over to the next month.
(c) The Online Time Sheets provide a break down of the allocation of hours for work requests by General Support, Scheduled Task and any Special Projects allowing the client to track these and assign them to cost center’s for accounting purposes.
(d) If the contract is terminated in accordance with Paragraph 9 any unused Webmaster Support Pack hours can be refunded to the client after any outstanding accounts are settled, less a five (5%) percent administration fee on the remaining balance.

4.10 Work Request Priority
The Company provides for priority services with the following response rates and times:

  • Urgent Work Requests – Urgent Work Requests are double time meaning the client is charged double the hours and the webmaster working on the task is paid double the hourly rate, with a guaranteed response time of two hours during business hours and on a best-effort basis outside of business hours.
  • Emergency Work Requests – Emergency Work Requests are triple time meaning the client is charged triple the hours and the webmaster working on the task is paid triple the hourly rate, with a guaranteed immediate response time during business hours and on a best-effort basis outside of business hours.

(a) The Urgent Work Request allocation and response process is described in Paragraph 3.6.
(b) The Emergency Work Request allocation and response process is described in Paragraph 3.7.
(c) Business Hours are Monday to Friday, 9am to 5pm for each Australian time zone.
(d) Urgent and Emergency work requests that falls under our Hacking Protection Guarantee are not chargeable.

4.11 Additional Costs
The Client will agree to pay all costs properly incurred by the Company which may include;

(a) Services the Company (or any associate of the Company) uses or supplies on the Client’s behalf in performing the work.
(b) Outlays made on the Client’s behalf in performing the work.

4.12 Extraordinary Items
The Client will agree to pay any extraordinary items of work performed by the Company and outside of the scope of work specified in Item 3.

5. Accounts

5.1 All payments for Website Management and other fixed priced services will be made in advance of product / service delivery.

5.2 Any payment required for Additional costs and Extraordinary items will be made in advance of product / service delivery.

5.3 All accounts submitted by the Company to the Client in accordance with Paragraphs 5.1 and 5.2 will be in the form of a brief narrative of the principle activities to be carried out or services to be provided.

5.4 Webmaster-on-demand is a pay-as-you-go services with deposited moneys held by the Company in an escrow like account as credits to be used for professional internet services ordered by the client and provided by Virtual Webmasters allocated by the company.

5.5 Accounts for Webmaster-on-demand services will be in the form of a receipt from the Company for purchase of Webmaster-on-demand support hours and provision time sheets detailing all work completed for the client.

5.6 If this agreement is terminated the client may request a refund for unused Webmaster-on-demand support hours in accordance with Paragraph 7.7.

5.7 The Client agrees that accounts will be paid within seven (7) days of their issue.

5.8 The Company will charge a fee of $45.00 on each occasion that an account issued to the Client is not paid in accordance with Paragraph 5.7 as a genuine pre-estimate of the loss in collecting delinquent accounts.

5.9 In the event that the Client fails to pay any account in accordance with Paragraph 5.1, 5.2 the Company may in its absolute discretion refuse to provide further service to the Client until the account is paid.

5.10 The Company will charge interest at the rate of two percent (2%) per month (“the Default Interest”) on accounts issued to the Client that are overdue.

5.11 The Default Interest shall be calculated on the daily outstanding balance of any amounts owing to the Company by the Client.

5.12 The Default Interest shall accrue from the day that the account first became overdue until the Client has received payment in full from the Client.

5.13 The client agrees to apply for a PayPal account if they do not already have one and complete a PayPal subscription agreement (“subscription payment”) in favour of the Company or its nominee if requested to do so by the Company.

5.14 The Client agrees to complete and sign a Direct Debit Request or Credit Card Direct Debit Request in favour of the Company or its nominee if requested to do so by the Company.

5.15 The Company will charge a fee of $45.00 on each occasion that a Direct Debit Request is dishonoured by the Clients bank or financial institution or a EziDebit or PayPal subscription payment is declined or otherwise refused, as a genuine pre-estimate of the loss in collecting delinquent accounts.

5.16 The Company may in its absolute discretion require the Client to make prepayment of any amount specified by the Company prior to the Company performing the work.

6. Change of Service Provider

6.1 The Client may change to another service provider at any time provided that the Clients remain liable in the event of default and provided that the Client must give the Company notice in writing of the change.

6.2 The Client indemnifies the Company for fees and costs incurred up to the time when notice is given to the Company in the event work is performed by another service provider without the knowledge and approval of the Company.

6.3 The Company may retain the Client’s files or other property until all fees and costs are paid.

6.4 Irrespective of who terminates the agreement, the Company also retains a general lien on all money or files or property held by the Company for or on behalf of the Client which will continue until all fees and costs payable by the Client to the Company have been paid.

7. Termination of this Agreement

7.1 Notwithstanding paragraph 6.1 of this Agreement the Client may terminate this Agreement and withdraw its instructions at any time and for any reason.

7.2 The Company may terminate this Agreement and cease to work for the Client for any lawful cause or if the Client:

(a) Breaches this Agreement;

(b) Requires the Company to act unlawfully or unethically;

(c) Fails to give the Company adequate instructions;

(d) Indicates that the Client has lost confidence in the Company;

(e) Fails to pay any accounts pursuant Paragraph 5 or fails to provide any advance payment required under Paragraph 5.16; or

(f) Loses legal capacity.

7.3 The Company will give the Client not less than seven (7) days notice of its intention to terminate the Agreement pursuant to paragraph 7.2.

7.4 The Client may only terminate this agreement by giving one (1) month prior written notice to the Company.

7.5 If this Agreement is terminated by the Company or the Client, the Company is entitled to all outstanding fees and costs up to the termination date and in accordance with Paragraph 4 of this Agreement and will be entitled to retain possession of the Client’s files or other property until payment of those fees and costs.

7.6 The Client agrees to meet all of the Company’s costs in respect of enforcing or attempting to enforce their rights under the terms of this Agreement on a full indemnity basis.

7.7 After termination of this agreement the Client can request that any unused internet support hours be refunded less a 5% administration fee on the remaining balance.

8. Independent Advice

The Client (including the Directors where appropriate) acknowledges that it has been informed by the Company that it should seek independent advice in respect of this Agreement.

9. Client Records

On completion of the work, the Company will store the Client’s records relating to the work for such period as the Company in its discretion shall deem fit, upon the Company’s servers. Thereafter, they will be archived by the Company for a total period of three (3) years after completion of the work, at which time the Client’s records will be destroyed. At any time up to three (3) years after completion of the work the Client may request its records. In such case the Company will be entitled to charge the Client an archive retrieval fee (that the Company considers reasonable in all of the circumstances), which can be subject to increase depending upon the fees charged to the Company for production of records.

10. Acknowledgements

10.1 The Client has read, understands and agrees to be bound by the terms of this Agreement.

10.2 Any variation to the terms of this agreement must be in writing and signed by the Company and the Client.

10.3 The Client acknowledges, by execution of the Items Schedule, that it has received and will retain its own copy of this Agreement.

10.4 The Client agrees that any legal process for recovery of unpaid fees or costs may be served by post to the address set out in Item 1 or such other address notified to the Company and in the case of a company, the addresses shown in a current company search for both the company and its directors.

11. Limitation of Liability

11.1 If any of the work performed by the Company, or an independent contractor appointed by the Company, proves to be deficient or defective in any manner then the liability of the Company shall be limited to providing a person of their own choosing to make all reasonable commercial effort to rectify the defects or deficiencies.

11.2 The Client shall indemnify the Company against all costs incurred by the Client in identifying or rectifying any defect or deficiency in the work by a person other than a person appointed by the Company to rectify such defects or deficiencies.

11.3 The Client indemnifies the Company against the payment of any fees, charges, penalty interest, fines or any other costs arising as a result of the performance of work howsoever caused, including acts of negligence by the Company.

12. Internet Access to Information and Data

The Client acknowledges and agrees that they or any third party authorised by them may access, view and modify information or data in respect of the Client via the internet. The Client agrees to assume the risks associated with accessing, viewing and modifying information and data via the internet whether such information or data is accessed, viewed or modified by them or any third party authorised by them and agrees that the Company accept no such risks. The Client agrees to fully release and indemnify the Company from any claims which the Client may otherwise have as a result of any person accessing, viewing, modifying or interfering with any information or data via the internet.

13. Jurisdiction

This agreement is governed by the laws of Victoria and the Parties submit to the exclusive jurisdiction of the Courts in Melbourne, Victoria, Australia.