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
"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
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
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
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.
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.
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
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.
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
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
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.
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
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
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
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.
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
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,
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
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
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
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.
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
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.
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
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.
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.
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
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.
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.
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.
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.
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.
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.
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
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.
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.