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SME Online Solutions

Legal

The information provided on this page constitutes the legal basis of the relationships between us and our clients. This information is updated as necessary to take into account changes in legislation and our business operations.

Our Business Terms and Conditions

These standard terms and conditions apply to all contracts we enter with our clients and to all work we complete to satisfy our contractual obligations.

DEFINITIONS

"We", "Us" being SME Online Solutions® and all related contractors.
"You", "the client" being the customer.
"Site", "Website" being the website being provided by Us to You.
"Mobile Application" being the mobile application being provided by Us to You.
"SEO" being search engine optimisation services provided by Us to You
"DMS" being the digital marketing services provided by Us to You
"Content" being text, images, logos, graphs, charts, videos, infographics and sound files
"SME" being Small to Medium Enterprise

INTENT

We aim to provide professional business websites, mobile applications, SEO, and DMS that prove that low price does not have to mean compromise in outcomes for Australian SME Businesses.

All website and mobile application projects will be completed to agreed specifications and timelines, and our SEO and DMS will be delivered as per the components of the relevant package purchased.

We strive to provide excellent service and timely delivery of quality products and services.

WEBSITES AND MOBILE APPLICATIONS

We develop our websites and mobile applications to work primarily across all major browsers, platforms and devices as per industry standards maintaining WAI level A. We however, cannot guarantee complete browser, platform or device compatibility now, or in the future, due to changes the vendors of browsers, platforms and devices may make that we have no control over.

All websites are built on the Wahola platform (a hosted solution to which we hold exclusive Australian rights) to provide greater flexibility for our customers and their future needs.

The price of our websites includes free hosting, but we charge an annual platform maintenance and upgrade fee, that commences on the first anniversary of the provision of the website (see below for details).

Separate hosting charges may apply for mobile applications and if applicable these will be displayed in our quotes.

Our websites and mobile applications are delivered for a fixed price where advertised as such, or in accordance with a formally provided quote, subject to these Terms and Conditions.

SEO AND DMS

Our services are mostly provided in the form of packages, with several separate packages available, for each type of service offered. All services are provided subject to these Terms and Conditions.

The individual packages and their details are displayed on our website, and by clicking on the Buy Now button on any package, you are entering into an agreement for us to provide those services to you on an ongoing basis.

We will continue to supply those services and take payment for same, until you formally advise that you no longer wish to have the respective services provided by us.

We require 30 days' notice of any intention to cancel your services. If 30 days' notice is not provided, we will be entitled to any payment under the agreement that falls due within that 30-day notice period.

AUTHORISATION

You authorize Us to perform the services outlined in this Agreement for You, which may include, but is not limited to, altering and creating Meta Tags, adding content, altering layout and page structures, building inbound links from third party resources, creating and/or editing Social Media Pages and posting relevant content, and accessing databases and servers for file upload.

GENERAL

Quotes will be provided for all websites, mobile applications, tailored SEO or DMS required by You (standard DMS packages as displayed on our website will not be separately quoted), and these quotes will contain full specifications regarding the work to be completed, or services to be provided.

No work on websites or mobile applications will be commenced until You have accepted our formal quote and satisfied our payment requirements. Our quotes are valid for 30 days after the quote date.

Acceptance of the quote will constitute acceptance of these Terms and Conditions.

All quotes, tax invoices, acknowledgements and other written communications are sent via email to the email address provided by You. You need to ensure that You update Us immediately if You change your email address.

Our CMS runs off a common code-base which means You benefit from regular code updates. Normally code updates go smoothly, but there is a risk that an update may affect the running of a website. In this event, We will work as quickly as possible, to reverse the update or fix the problem.

We outsource the hosting of the Australian server on which your website will be located to specialist Australian hosting firms. While we have selected top quality providers, We are not to be held responsible for problems due to their actions in providing these hosting services.

While it rarely happens, we reserve the right to withdraw features or functionality from the site applications at any time. This only happens as a last resort due to code maintenance and compatibility, or upgrades.

VARIATIONS

Once our website or mobile application quote is accepted, We will only allow minor variations to the specifications, and it is solely our discretion as to what we regard as minor. Requests for changes to agreed specifications that We do not regard as being minor changes, will be quoted at our standard hourly development rate (currently $110.00 per hour) multiplied by the estimated number of hours needed, to make the requested changes.

Variations so quoted, will only commence after the quote is formally accepted and the additional payment required is made via CheckVault (see payment section here-under for details).

TESTING AND WEBSITE ACCEPTANCE

When We are of the opinion that the project has been completed to agreed specifications, We will notify You either verbally or via email, and provide You with an opportunity to test and review the website. If You determine that the website does not meet the agreed project specifications, We agree to carry out any necessary and reasonable modifications, without extra charge.

SECURITY AND CONFIDENTIALITY

We undertake to do everything possible to keep your site's access codes and admin login data safe and secure.

As security updates become available, We use our judgement and discretion as to when or if We implement them, to keep the code as effective and current as possible.

We regularly backup your data and files. While we do our best to provide a secure service, there is always the chance that a site can be disrupted by outside parties or for unforeseen reasons and We are not responsible for such disruptions or any loss that may occur. Should your service be disrupted, We undertake to do whatever is needed, to restore services as soon as practically possible.

All employees and subcontractors working with or providing services to Us, are under agreements which include protection of the confidentiality and security of your data, access codes, and content.

PAYMENT

For a website order, or a mobile application order, You must open an account (a simple two-minute process) at CheckVault (https://www.checkvault.com.au) - our Escrow Agent, and deposit the full amount quoted, before design and construction work can begin.

We will not ask You to authorize the release of these funds from the escrow agent to our account, prior to the completion of your website (or agreed milestones in larger projects) or mobile application, to the agreed specifications.

You will not unreasonable withhold or delay confirmation of website completion (or milestone completion where applicable) or mobile application completion to the escrow agent, if the work has been completed to the specifications, previously agreed to by You.

You will be provided with a Tax Invoice for the website cost or mobile application cost within 7 days of the relevant payment being released from the escrow agent to us.

For the annual Wahola Platform Maintenance and Upgrade Fee You will receive a Tax Invoice one month prior to the date corresponding to the anniversary of the provisioning of your website.

This payment is due and payable within 21 days of the date of issue of the Tax Invoice. Failure to pay the amount due within that time frame may result in suspension of our service to You, which would see your website off line, until payment is received.

Payment for all SEO and DMS can be made via our website payment gateway which offers a wide range of payment options. Alternatively, we do accept direct EFT payments to our bank account or direct debit payments by arrangement and with due authorization. You will be issued with an appropriate Tax Invoice within 7 days of the receipt of any payment.

CANCELLATION OF HOSTING OR SERVICE TERMINATION

As the Wohola platform on which your website will be built, is a hosted solution, cancellation of hosting will only occur should by Us if You fail to pay the annual platform upgrade and maintenance fees when due.

If this was to occur, and You then wish to transfer your website to another host, You need to understand that not all the functionality offered by the Wohola Platform is transferable and all We can provide to You are the design files and the relevant HTML.

We reserve the right to cancel your service for our reasons in the rare event that this is required by Us for technical or business reasons (for example no longer supporting your platform or application). In this event, we will give you notice of at least 90 days.

We reserve the right to cancel your service at any time without notice if this agreement is violated or you utilise your website or mobile application for any illegal purpose.

We hold no responsibility for your files, data or correspondence after the time of cancellation. As Wohola is a wholly hosted solution, we recommend that You always maintain your own copies of your web pages and their content, so that another solution provider can, if necessary in the future, utilize these to assist in recreating your website on an alternative platform.

PLATFORM MAINTENANCE AND UPGRADE FEE

You agree to pay an annual fee (currently $300.00 - GST Inclusive) but subject to future moderate increases) for Wohola Platform ongoing maintenance and upgrades. This fee comes into play on the first anniversary of the provisioning of your website or mobile application.

You will be invoiced for this annual fee and payment is due within 21 days of the invoice date.

INDEMNITY/LIABILITY

While we do our best to provide comprehensive documentation to make our applications easy to use, we are not responsible for loss of data caused by errors made by You.

We carry no liability for any content posted on the website or the mobile application by You or your users. We also carry no liability for content added to the website by us on your behalf, or edited by us under your instructions.

Whilst most of the code used by Us to create your website or mobile application is custom developed, we still make use of open source code where required, and while We endeavor to carefully vet and test as much as possible, there are still thousands of lines of code authored by many contributors utilized, and We are not to be held liable for the performance of all the code used.

CONTENT PROVISION

Unless You have engaged Us separately to provide all the Content for your website or mobile application, You agree to provide the required Content in a timely manner; one which allows Us to meet the agreed timelines for your project.

If your Content is not provided within a time frame that allows Us to complete your website or mobile application by the agreed date, You agree for us to provide dummy Content (which you can self-edit to update) where appropriate for your website or mobile application, to complete our obligations to You.

You further agree to authorize the escrow agency to release payment for the work so completed, once the website or mobile application has been delivered according to specifications, with the dummy Content in place.

All Content must be provided in digital format, and business logos and other branding must be provided in an industry standard vector format (eg; EPS, PDF, Illustrator).

We are not liable for content errors or omissions. You indemnify Us against any loss or damage arising directly or indirectly from any errors and omissions in website content.

You must provide Us with all Images that You wish to have included in your website or mobile application. You are responsible for acquiring all necessary licences and abiding by the usage policies as they relate to utilisation of your selected images for commercial purposes.

We will not accept responsibility for any breaches of licensing conditions or usage policies, that result from the images provided by You to Us, that We include in your website or mobile application design.

We will, at your request, download and utilise stock images in the process of developing your website, but these images will be watermarked with the download site's details. On downloading any stock image, We will provide you with the necessary details, to allow you to find and purchase the selected image.

You must then forward the purchased image to us, for inclusion in the final design. You agree that until You meet this requirement, your project cannot be finalised.

CONTENT WARRANTY

You warranty that You own the intellectual property rights or have obtained relevant permissions and authorities for all Content You provide to Us to include in your website or mobile application.

You must indemnify Us and hold Us harmless from any claims or legal actions related to Content provided by You to Us that is displayed on your website or your mobile application.

CLIENT AVAILABILITY

In addition to requiring timely provision of Content, the process of developing a website or mobile application, requires ongoing revisions of work in progress, between Us and You.

You must nominate a single person as your project manager, and that person must be available daily during the development time frame, and be able to respond quickly to all review requests.

Your failure to satisfy this key requirement, will release Us from our obligation to deliver your website or mobile application within the agreed time frame. If this occurs, you agree to accept our revised completion date (which we will set by considering the time lost by the delays experienced in obtaining necessary feedback), of which You will be formally notified by email.

CONTENT MANAGEMENT SYSTEMS

Our websites are all developed using a CMS. We use Wohola as our CMS of choice.

You acknowledge that We have the right to determine the appropriate CMS for your website and we may deliver your project on another platform, if deemed necessary to deliver the best outcome for your business.

PROMOTION

We reserve the right to display a small link as a footnote in the website template signifying our involvement with delivering the product, e.g. Website by SME Online Solutions®.

We also reserve the right as the designers of your website or mobile application, to display and link to your completed project as part of our website portfolio.

COPYRIGHT

Having Us provide You with services respects both parties copyrights and there is no transfer of ownership rights to either party, unless otherwise agreed.

We reserve the right to copy or reuse any work done for You for other clients, unless otherwise agreed.

LICENSING

As your website is a fully hosted solution, upon completion and delivery, We grant you a license to utilise the website and its related software and contents, for as long as you continue to pay your Wohola Platform Annual Maintenance and Upgrade Fee.

SUBCONTRACTING

We reserve the right, as We see fit, to engage subcontractors to perform any elements of website or mobile application design or development, or to undertake any SEO or digital marketing tasks required, in meeting our contractual obligations to You.

Any subcontractors used will be bound by the terms of this Agreement.

DOMAIN NAMES

You can provide Us with a Domain Name already registered by You, or request Us to register a Domain Name for You. Please note that we cannot guarantee that any Domain Name chosen by you, will be available to be registered, at the point we attempt to register it.

Any Domain Names registered by Us as part of our process of delivering your website or mobile application will be transferred to You, and belong to You, on completion of your project. You will need to provide Us with an ABN or ACN number, for this transfer to occur.

We use TPP Wholesale Pty Ltd (referred to as Registrar) to manage our client's domain names. You are bound by the Registrars' "Domain Name registration terms" which are found on their website: www.tppwholesale.com.au.

You indemnify Us against any loss or damage arising directly or indirectly from any failure of services provided by the Registrar.

CONSEQUENTIAL LOSS

We shall not be held liable for any loss or damage which You may suffer which is in any way attributable to any delay in performance or completion of our agreement, however that delay arises.

SEARCH OUTCOMES

We do not, and cannot, guarantee that your website as provided, will achieve high rankings, in search engine results. We do provide basic on-page SEO (to the best of our ability) during the development process, and You agree that this alone will generally not achieve high rankings in search results.

NOTICES

If You make changes to Your details including business name, address, telephone, email, or your business ownership structure, at any time whilst we are developing your website or mobile application or receiving any Services provided by Us, We require You to provide Us with written notice of same within fourteen (14) days of such changes being made.

FORCE MAJEURE

You or We shall not be deemed in breach of this Agreement if one party is unable to complete its obligations or any portion thereof because of fire, earthquake, labour dispute, act of God, death, illness or incapacity or any local, state, federal, national or international law, governmental order or regulation or any other event beyond the control of either party to this agreement (collectively, "Force Majeure Event").

Upon occurrence of any Force Majeure Event, the party shall give notice to the other party of its inability to perform or of delay in completing its obligations and shall propose revisions to the schedule for completion of the Website or Mobile Application or advise when Services can recommence.

TERMINATION

Either party may terminate this Agreement by giving 30 days written notice to the other of such termination. If work is postponed or terminated at the request of You, We shall have the right to claim pro rata payment for work completed through to the date of that request, while reserving all rights under this Agreement.

If additional payment is due, this shall be payable within fourteen days of US delivering an invoice to You after notification by You for Us to stop work.

In the event of termination, You shall also pay any expenses reasonably incurred by Us pursuant to this Agreement.

GOVERNING LAW AND JURISDICTION

This Agreement is governed by the laws of the State of Victoria within the Commonwealth of Australia and each party submits to the nonexclusive jurisdiction of the courts of that State.

AGREEMENT

The terms and conditions of this agreement are subject to periodic updates. We reserve the right to change or otherwise amend this agreement by publishing the updated agreement on our website.

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Affordability Manager

Daniel Watson is the Managing Director of Rhodan Management Consultants Pty Ltd and the Affordability Manager of SME Online Solutions®. Daniel holds a Bachelor of Business and is a member of the Australian Institute of Management. He has wide experience in the SME business sector and is the curator of the Business Improvement topic (200,000+ Followers) on the Scoop.it platform. Daniel oversees our day to day operations and is the public face of SME Online Solutions®. A key element of the Affordability Manager role, is to constantly look at ways in which the business can reduce the cost of delivering responsive websites, mobile applications, SEO and Digital Marketing services. Our feature packed business website offer is clear evidence that this approach can deliver for our clients.

SME Online Solutions® hold the exclusive Australian Rights to the Wohola Unified Enterprise Platform

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