Maintenance Agreement – Terms of Service
Acceptance Of Terms
Description Of Service
The Site is an online service offering maintenance packages to operators of websites running on single-site installations of WordPress. Services include, but are not limited to, any service and/or content Winning Media Pty Ltd makes available to or performs for you, as well as the offering of any materials displayed, transmitted or performed on the Site or through the Services.
Your access to and use of the Site may be interrupted from time to time as a result of equipment malfunction, updating, maintenance or repair of the Site or any other reason within or outside the control of Winning Media Pty Ltd. Winning Media Pty Ltd reserves the right to suspend or discontinue the availability of the Site and/or any Service and/or remove any Content at any time at its sole discretion and without prior notice.
As a condition to using Services, you are required to open an account with support.winningmedia.com.au and select a password and username, and to provide registration information. The registration information you provide must be accurate, complete, and current at all times. Failure to do so constitutes a breach of the Terms, which may result in immediate termination of your Winning Media Pty Ltd account.
You may not use as a username the name of another person or entity or that is not lawfully available for use, a name or trade mark that is subject to any rights of another person or entity other than you without appropriate authorisation, or a name that is otherwise offensive, vulgar or obscene.
You are responsible for maintaining the confidentiality of your password and are solely responsible for all activities resulting from the use of your password and conducted through your Winning Media Pty Ltd account.
Services are available only to individuals who are at least 18 years old.
‘Client’ is contracting Winning Media Pty Ltd to provide web site maintenance. This may include updates to the core CMS and any plugins.
ADDITIONAL SITE CUSTOMISATION SERVICES
Winning Media Pty Ltd may offer ‘Additional Website Maintenance and Support’ on a hourly rate. Maintenance is subject to access and our capability to update or manage the site and any code, scripts or databases provided whether developed by Winning Media Pty Ltd or not.
All ‘Additional Website Maintenance and Support’ requests must be submitted via support.winningmedia.com.au where Winning Media Pty Ltd may provide an estimate and obtain acceptance prior to any work commencing. Urgent website maintenance (ie. Required within 72hrs) may incur additional fees. Additional support hours will be billed at the reduced rate and invoiced at the end of the Month.
Additional website support service requests should fall within the following categories:
- WordPress Consulting, Strategy and Project Management
- ‘Staging’ site setup and testing prior to pushing code to ‘Production’ site
- Browser support
- New Pages, Content Population & Image Manipulation
- Creation of basic graphics (e.g. buttons, banners, etc.)
- Site speed and performance issues
- Social Share integration i.e. Opengraph, Play Card and Google Interactive posts
- Theme/plugin audits
- Plugin installation and implementation
- Landing page design/development
If you’re unsure about the whether or not a request meets these criteria, submit a ticket to our support system and we will either accept the ticket or deny the ticket based on managerial approval.
ADDITIONAL SITE CUSTOMISATION SERVICES Excluded
Additional Site Customisation services does NOT include plugin subscription fees, hosting fees, e-commerce related services or fees, like credit card processing fees or shopping cart purchase or rental, SSL certificate costs, domain name registration and services provided by any 3rd party. Examples of requests not meeting approval for Additional Site Customisation services:
- Website re-design
- Custom plugin development
- Custom theme development
- Search Engine Marketing/SEO services and fees
- External Fees, Plugin Fees, Licencing, or Products and Services provided by a third party
Support must be requested through the proper channels to be received and responded to in a reasonable amount of time. To request support please create a ticket at https://support.winningmedia.com.au
Each request is subject to a 30 minute (1/2 hour) minimum fee. Support and customisation hours will be billed at the hourly rate determined by the agreement, per request.
Up to 48 hours response time on non-emergency requests. Requests are subject to approval by assigned agent or Winning Media Pty Ltd management. Critical / Emergency requests may be subject to a surcharge of +50%.
‘Client’ is responsible for license fees for any 3rd party images, programs, plugins or scripts. ‘Client’ can pay for these directly or with ‘Client’ approval Winning Media Pty Ltd can license them and bill cost +15% to ‘Client’. ‘Client’ is responsible for and agrees to pay all local, state and federal sales taxes due for these additional fees.
Copyright and Trademarks
The ‘Client’ represents to Winning Media Pty Ltd and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to Winning Media Pty Ltd for inclusion in web site 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 Winning Media Pty Ltd from any claim or suit arising from the use of such elements furnished by the ‘Client’. All graphics, photos and text provided by Winning Media Pty Ltd are property of Winning Media Pty Ltd and may not be used in any media outside the single web site without permission or transfer of rights specified in writing between Winning Media Pty Ltd and ‘Client’. Winning Media Pty Ltd guarantees that they have received the proper rights and/or licenses for any text, graphics, photos, designs, trademarks or other artwork to be used on the web site. Use of 3rd party graphical element may require a statement at the bottom of the web page acknowledging the source of the graphical element. It is agreed by both ‘Client’ and Winning Media Pty Ltd that such statement shall remain on the web site so long as the graphical element remains. Under no circumstances shall these elements be used in any other media or marketing outside the web site, unless ‘Client’ receives direct authorisation from the 3rd party. It is the responsibility of ‘Client’ to make sure that required source acknowledgements are placed with appropriate elements. Copyright to the finished assembled work of individual web site pages produced and designed by Winning Media Pty Ltd is owned by Winning Media Pty Ltd. This ownership is to include rights to the design, any photos or graphics supplied by Winning Media Pty Ltd, source code, and computer programs specifically designed for this web site. Upon full and final payment of this contract, the ‘Client’ is assigned copyright to use on a single web site the design, graphics, and text contained in the finished assembled web site. ‘Client’ agrees to the placement of a small link to at the bottom of their home page advising visitors that the site is maintained by Winning Media Pty Ltd. Link shall go to Winning Media Pty Ltd website home page or another page of Winning Media Pty Ltd choosing advising visitors about Winning Media Pty Ltd’s’ website maintenance services. Link shall stay in place while changes made by Winning Media Pty Ltd are used by ‘Client’.
Termination & Cancellation
Monthly plans are recurring plans that are pre-billed monthly until cancelled. Cancellation can occur at anytime. TO CANCEL there is a 30 day notice of cancellation prior to the next month’s billing. Notice must be provided via a cancellation request via support.winningmedia.com.au.
You’re never required to stay with us – if you’re unhappy with our service please give us feedback on how we can serve you better.
Winning Media Pty Ltd may terminate or suspend any and all Services and/or your Winning Media Pty Ltd account immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach the Terms. Upon termination of your account, your right to use the Services will immediately cease. If you wish to terminate your Winning Media Pty Ltd account, you must Contact us with your termination request. All provisions of the Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
Billing and Payments
All invoices are due upon presentation and must be paid by check or direct deposit. Initial payment is a non-refundable deposit and must be made before work starts. Any additional non-prepaid maintenance time charged will be billed weekly. Recurring plans are pre-paid and will be invoiced monthly and are due upon presentation. No discount is offered for early payment.
In case collection proves necessary; the ‘Client’ agrees to pay all fees incurred by that process. This agreement becomes effective only when signed by Winning Media Pty Ltd. Regardless of the place of signing of this agreement, the ‘Client’ agrees that for purposes of venue, this agreement was entered into in Brisbane, Queensland, Australia.
‘Client’ agrees to provide Winning Media Pty Ltd full ftp and secure shell access to hosting server. ‘Client’ understands that some website changes may require a change in hosting services which is not covered by this agreement.
Assignment of Work
Winning Media Pty Ltd reserves the right to assign subcontractors to this project to insure the right fit for the job as well as on-time completion. ‘Client’ agrees to not contract with or hire either directly or indirectly any employee or subcontractor of Winning Media Pty Ltd without Winning Media Pty Ltd written approval.
You hereby expressly and irrevocably release and forever discharge Winning Media Pty Ltd, its affiliated and associated companies, and their respective directors, officers, employees, agents, representatives, independent and dependent contractors, licensees, successors and assigns of and from any and all actions, causes of action, suits, proceedings, liability, debts, judgments, claims and demands whatsoever in law or equity which you ever had, now have, or hereafter can, shall or may have, for or by reason of, or arising directly or indirectly out of your use of the Site and the Services.
You hereby agree to indemnify and hold harmless Winning Media Pty Ltd, its affiliated and associated companies, and their respective directors, officers, employees, agents, representatives, independent and dependent contractors, licensees, successors and assigns from and against all claims, losses, expenses, damages and costs (including, but not limited to, direct, incidental, consequential, exemplary and indirect damages), and reasonable attorneys’ fees, resulting from or arising out of (i) a breach of these Terms, (ii) the use of the Services, by you or any person using your account or Winning Media Pty Ltd Username and password, or (iii) any violation of any rights of a third party.
Winning Media Pty Ltd does not warrant that the ‘Client’ website will meet the ‘Client’ requirements or that the operation of the website will be uninterrupted or error-free. The entire risk as to the quality and performance of the website is with ‘Client’. In no event will Winning Media Pty Ltd be liable to the ‘Client’ or any third party for any damages, including any lost profits, lost savings or other incidental, consequential or special damages arising out of the operation of or inability to operate this website, even if Winning Media Pty Ltd has been advised of the possibility of such damages. In any event liability shall be limited to amount paid for service.
This agreement constitutes the sole agreement between Winning Media Pty Ltd and ‘Client’. Any additional work not specified in this agreement must be authorised by a written Support Request.
This agreement shall be governed and construed in accordance with the laws of the State of Queensland. The parties agree that if any part, term, or provision of this Agreement shall be found illegal or in conflict with any valid controlling law, the validity of the remaining provisions shall not be affected thereby.
Laws Affecting Electronic Commerce
From time to time governments enact laws and levy taxes and tariffs affecting Internet electronic commerce. The client agrees that the client is solely responsible for complying with such laws, taxes, and tariffs, and will hold harmless, protect, and defend Winning Media Pty Ltd, employees and its subcontractors from any claim, suit, penalty, tax, or tariff arising from the client’s exercise of Internet electronic commerce.
If a dispute arises under this agreement, Winning Media Pty Ltd and ‘Client’ agree to first try to resolve it with the help of a mutually agreed-upon mediator in the following location: Brisbane, Queensland, Australia. Any costs and fees other than attorney fees associated with the mediation will be shared equally.
If it proves impossible to arrive at a mutually satisfactory solution through mediation, Winning Media Pty Ltd and ‘Client’ agree to submit the dispute to binding arbitration at the following location: Brisbane, Queensland, Australia. Judgment upon the award rendered by the arbitration may be entered in any court with jurisdiction to do so.
Winning Media Pty Ltd reserves the right, at its sole discretion, to modify or replace the terms at any time. If the alterations constitute a material change to the terms, Winning Media Pty Ltd will notify you by posting an announcement on the site. What constitutes a material change will be determined at Winning Media Pty Ltd’s sole discretion. You shall be responsible for reviewing and becoming familiar with any such modifications. Using any service or viewing any content following notification of a material change to the terms shall constitute your acceptance of the Terms as modified.
No agency, partnership, joint venture, or employment is created as a result of the Terms and you do not have any authority of any kind to bind Winning Media Pty Ltd in any respect whatsoever. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. Winning Media Pty Ltd shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond Winning Media Pty Ltd’s reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation (including “line-noise” interference). If any provision of the Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that the Terms shall otherwise remain in full force and effect and enforceable. Winning Media Pty Ltd may transfer, assign or delegate the Terms and its rights and obligations without consent. Both parties agree that the Terms is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of the Terms, and that all modifications must be in a writing signed by both parties, except as otherwise provided herein.
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