Service Terms

WebCentral's Standard Terms & Conditions also apply. Please read our Standard Terms & Conditions carefully as they contain exclusions of liability and also include indemnities from you to WebCentral.

View the terms and conditions for Discontinued Products.

1. Domain Names

1.1 Domain Name Parking

  1. Pricing of this service excludes any domain name registration charges imposed by domain name registration authorities.
  2. Additional charges apply for web hosting.
  3. If you register a new domain name through WebCentral at the same time as signing up for this service, the Product Terms of our Domain Name Registration service also apply. Please read our Domain Name Registration Product Terms carefully.
  4. A $3.50 account-keeping fee per mailed invoice applies to this product. This fee does not apply if payment is made by auto-debit from credit card.
  5. If you are an existing WebCentral customer on a pre-2.0 hosting product and would like to upgrade to the 2.0 hosting products now available, please contact our Sales Team on 1800 800 099 (ext. 1) to discuss your options. A transition fee will apply.

1.2 Domain Name Registration

  1. Domain Name Registration does not provide you with the facility to change your DNS entries. Customers requiring this functionality should upgrade to a Domain Parking account. Additional charges apply for domain parking or web hosting.
  2. You agree that you have read and accept the applicable registrant agreements for the domain name you licence issued as follows:
    • .com.au and .net.au domains can only be registered by an Australian registered company, or business with a registered business number (ABN, BRN, BN). You will need to supply this number during the order process. The domain name you order will need to be an exact match, acronym or abbreviation of the supplied business registration, or it should bear a close and substantial connection to the domain name. Domains can be two to 63 letters in length. Words can be separated by hyphens but not spaces. View the .au Domain Registrant Agreement
    • .org.au and .asn.au can only be registered by a "non-commercial organisation". The domain name you register needs to have a solid relationship to the organisation to which it represents. View the .au Domain Registrant Agreement
    • .id.au is intended for individuals who reside in Australia. It can be an exact match, abbreviation or acronym of registrant's personal name or otherwise closely connected to the registrant. View the .au Domain Registrant Agreement
    • .com and .net domain names are not restricted and can be registered by anyone. View the .com, .net Domain Registrant Agreement
    • .biz, .org and .info domain names are not restricted and can be registered by anyone. View the .biz, .org, .info Domain Registrant Agreement
    • New gTLD include a number of generic spaces (.photography, .technology, .club etc.) and certain geographical names (.kiwi, .melbourne etc.). Eligibility restrictions may apply to each space — please check on our website and the New gTLD Domain Registration Agreement for further information. View the New gTLD Domain Registration Agreement
    • .nz domains are intended for people in, or with ties to, New Zealand. Anyone can register them - there are no restrictions on .nz domain names. View the .nz Domain Registrant Agreement
    • .uk domains are intended for people in, or with ties to, the United Kingdom. Anyone can register them - there are no restrictions on .uk domain names. View the .uk Domain Registrant Agreement
    • .mobi domains are intended for websites designed for a mobile device. Anyone can register them – there are no restrictions on .mobi domain names.
  3. Our registrar, Netregistry is accredited by ICANN to provide registrar services for gTLD domain name spaces. As part of that accreditation, Netregistry is required to incorporate mandatory terms and materials into these Product Terms. When you submit an application to register a gTLD domain name with us, you are stating that you have read and understood the following documents, and you agree to bound by them:
    1. Mandated Provisions for gTLD Domain Name Registrations (ICANN RAA 2013 — Section 3.7.7)
    2. Registrants Rights and Responsibilities
    3. Educational Material by ICANN
  4. You agree that in the event of a dispute about a TLD, you will submit to and are bound by theUniform Domain Name Dispute Resolution Policy (UDNDRP) and the Rules for UDNDRP.
  5. You agree that in the event of a dispute in registering a .au domain or about a .au domain after registration, you will submit to and are bound by the .au Dispute Resolution Policy (auDRP) and any variations to it from time to time bind WebCentral.
  6. In registering, renewing or redelegating a domain on your behalf, WebCentral is acting as a reseller of its registrar, Netregistry.
  7. You agree that by maintaining the registration of a domain name after changes or modifications to the applicable policies become effective, you are confirming your continued acceptance of these changes and modifications.
  8. WebCentral makes no representation and gives no warranty about your chosen domain name being available for registration, renewal, redelegation or use by you.
  9. In respect of .au domains, you acknowledge that WebCentral is not able to renew your domain name and is not liable for any loss or damage resulting from non-renewal of your domain name if you do not provide any warranty required and confirm to us that the domain name should be renewed.
  10. WebCentral may refuse to renew your domain name where you have unpaid invoices or if you are in breach of any terms of your use of WebCentral's services.
  11. You expressly authorise and direct WebCentral, if WebCentral is able to do so, to: (a) be nominated as authorised billing contact for your domain name with the domain name registrar; and (b) subject to receipt of your confirmation in respect of .au domains, renew your domain name registration upon receipt of renewal notification from the domain name registrar and invoice you for the relevant charge in accordance with WebCentral's list price from time to time.
  12. If you close your account with WebCentral but do not remove WebCentral as the reseller of your domain name with the domain name registrar, you agree that we may contact you after account closure to remind you of domain name renewals and to provide marketing material in respect of our services.
  13. You indemnify WebCentral against all claims arising out of your registration and use and renewal of registration of your chosen domain name, unless and to the extent that the claim arises out of WebCentral's breach of this contract, or its negligent act or omission.

1.3 Domain Name Sale

  1. Offer expires 31 July 2015 (AEDT).
  2. Offer applies to new registrations for .com.au, .net.au, .org.au, .com, .net, .info and .biz only. Offer not valid for renewals.
  3. Registration of domain/s is subject to availability, eligibility and acceptance of WebCentral's domain name registration terms and conditions above.
  4. Subsequent renewal of domain/s will be charged at the standard retail price current at that time.
  5. All .au registrations have a minimum 2 year registration period.
  6. Customer is responsible for ensuring that their registration of any domain name (including any name suggested by WebCentral) does not infringe the intellectual property rights of any third party. WebCentral makes no representations or warranties in this regard.
  7. Prices are in Australian dollars and include GST.

2. Web Hosting

2.1 cPanel Hosting — Bronze, Silver & Gold

  1. Pricing of this hosting plan excludes any domain name registration charges imposed by domain name registration authorities.
  2. If you register a new domain name through WebCentral at the same time as signing up for this service, the Product Terms of our Domain Name Registration service also apply.
  3. Should your web site's data transfer exceed the allocated monthly data limit, you will be charged $0.055/MB excess traffic.
  4. If you server space or email storage exceeds the allocated limit you may be charged excess storage fees
  5. If you are not satisfied with the quality of the service received in respect to your hosting plan you may cancel your service within 14 days of commencement and request a refund for the services fees ("Money Back Guarantee"). Excluded from the Money Back Guarantee are:
    1. Setup fees;
    2. Excess storage and traffic charges;
    3. Charges for add-on services;
    4. Domain name charges.

2.2 Linux Hosting — Bronze, Silver & Gold

  1. Pricing of this hosting plan excludes any domain name registration charges imposed by domain name registration authorities.
  2. If you register a new domain name through WebCentral at the same time as signing up for this service, the Product Terms of our Domain Name Registration service also apply.
  3. Should your web site's data transfer exceed burst (or ongoing) data transit of greater than 5MB/sec or otherwise degrade the network performance for other users, the account will be subject to review and possible suspension.
  4. If you server space or email storage exceeds the allocated limit you may be charged excess storage fees.
  5. If you are not satisfied with the quality of the service received in respect to your hosting plan you may cancel your service within 14 days of commencement and request a refund for the services fees ("Money Back Guarantee"). Excluded from the Money Back Guarantee are:
    1. Setup fees;
    2. Excess storage and traffic charges;
    3. Charges for add-on services;
    4. Domain name charges.
  6. The Money Back Guarantee is limited to one claim per customer and does not apply to customers with existing hosting accounts or who have amounts owing under any of their other accounts.

2.3 VPS — Cloud 1, 2 and 4

Acceptable Use

  1. You and your end users must abide by the terms of our Acceptable Use Policy. We reserve the right to suspend your service if you breach our Acceptable Use Policy and to terminate your service in the event of 3 suspensions of the service as a result of your failure to resolve issues that we have brought to your attention.
  2. You will be charged for data traffic above and beyond the amount included you your plan. Excess traffic will be charged at the rate of $10/GB to the nearest whole GB.
  3. The following activities are expressly prohibited:
    1. Any action or process that unreasonably consumes resources and degrades the shared environment for other users including but not limited to execution of scripts;
    2. Running standalone, automated server-side processes including but not limited to any daemon.
    3. Running any bit torrent application, tracker or client;
    4. Participating in file sharing or other peer to peer sharing activity
    5. Executing any script for longer than 180 seconds;
    6. Executing any database query that takes longer than 30 seconds to complete;
    7. Specifying cron tasks that execute more frequently than every 300 seconds.

Service Levels

  1. WebCentral warrants that your uptime availability will be at least 99.9% except where failure results from:
    1. Failure or malfunction in relation to any device or equipment, any software or power supply outside our control, unless caused by our wrongful act or omission;
    2. Your act or omission or that of a person under your direction or control;
    3. scheduled maintenance completed within the agreed maintenance window;
    4. a requirement, direction or any other order issued by an authority with jurisdiction over the service;
    5. unauthorised or illegal access by any third party to the systems used to provide the services including hacking, cracking, virus dissemination and denial of service attacks.
  2. The uptime service level is not met if:
    1. Router packet loss is in excess of 50% and is sustained for 120 seconds or more;
    2. Latency across the WebCentral IP network exceeds 120 milliseconds, for longer than 300 seconds.
  3. As your sole remedy for failure to meet the uptime service level, we will credit your account with a percentage of the monthly service fees as set out below:
    Outage (in hours) Service Credit (percentage of monthly fees)
    <0.7 – 7.2 10%
    <7.2 – 14.4 20%
    <14.4 – 21.6 40%
    <21.6 – 28.8 60%
    <28.8 80%

Support Services

  1. Your service is defined as “unmanaged” unless specified otherwise. We will provide base installation of your operating system, network access and remote access via SSH or terminal services. You are responsible for management of the services beyond the initial deployment. Your responsibilities include but are not limited to updates, additional software installations or integrations.
  2. Your obligations include:
    1. Documentation and prompt reporting of all errors or malfunctions of the hardware or software to us;
    2. Maintenance of a current archive copy of all software and data. In the event of a critical system failure, we will restore systems to the original configuration and you will be responsible for restoration of data.
    3. Maintaining security of your network and applications;
    4. Performing the role of “system administrator” which includes collection of tasks related to utilising system software; maintaining users, websites,email setting; configuration of databases; uploading content and any and all associated programming.
  3. You acknowledge:
    1. Microsoft Windows and Linux operating systems tougher with any third party software may contain bugs. We provide no warranty in respect of the stability or security of the system for any particular function;
    2. Technical support is limited to hardware and network failures, unless you have acquired FSP Admin Services. Support relating to software or code is a billable professional service with a minimum charge of 1 hour.
  4. We may designate for your use on a temporary basis IP addresses from the address space allocated to us by APNIC. You accept that the IP addresses are our sole property and are not portable if and when your service is terminated. We reserve the right to change IP addresses allocated to you at any time but will use reasonable commercial efforts to minimise any inconvenience to you.

2.4 Windows Hosting — Economy & Business

  1. Pricing of this hosting plan excludes any domain name registration charges imposed by domain name registration authorities.
  2. If you register a new domain name through WebCentral at the same time as signing up for this service, the Product Terms of our Domain Name Registration service also apply.
  3. Should your web site's data transfer exceed burst (or ongoing) data transit of greater than 5MB/sec or otherwise degrade the network performance for other users, the account will be subject to review and possible suspension.
  4. If you server space or email storage exceeds the allocated limit you may be charged excess storage fees
  5. If you are not satisfied with the quality of the service received in respect to your hosting plan you may cancel your service within 14 days of commencement and request a refund for the services fees ("Money Back Guarantee"). Excluded from the Money Back Guarantee are:
    1. Setup fees;
    2. Excess storage and traffic charges;
    3. Charges for add-on services;
    4. Domain name charges.
  6. The Money Back Guarantee is limited to one claim per customer and does not apply to customers with existing hosting accounts or who have amounts owing under any of their other accounts.

3. Email

3.1 Business Mail

  1. Upfront payment of 12-month contract is required and is subject to an early termination fee if you terminate the service before the end of the term.
  2. The Monthly Payment option is a month-by-month contract, which can be terminated on one month's notice.
  3. Pricing of this service excludes any domain name registration charges imposed by domain name registration authorities.
  4. If you register a new domain name through WebCentral at the same time as signing up for this service, the Product Terms of our Domain Name Registration service also apply.
  5. BusinessMail has no web site hosting resource available, but you can upgrade to one of our shared web hosting plans at a later date.
  6. If the amount of inbound data transfer to your mailboxes exceeds the allocated amount per month, an additional fee of $0.099 per MB per month is charged.

3.2 Managed Exchange

  1. To utilise Managed Exchange, your email does not have to be currently hosted by WebCentral. Migration of your existing mail can also be arranged.
  2. You must activate a minimum of 1 Managed Exchange mailbox within 14 days of receiving your welcome letter.
  3. You must maintain a greater number of active Managed Exchange mailboxes than POP mailboxes. If you fail to adhere to this condition, your mailboxes may be moved to a Business Mail 30 product for which there will be an additional monthly hosting charge.
  4. Any mailbox which has been disabled for more than 90 days will have all its content deleted without notice.
  5. If you wish to use a mailbox as a resource or autoforward/responder, even if it is no longer active, that mailbox must remain enabled and you must continue to pay the monthly mailbox fees.
  6. The full monthly charge for each Managed Exchange mailbox created will be incurred for the whole or part of your billing month in which the product is enabled.
  7. Excess storage is calculated at company level, based on the combined total of the average daily storage usage of each Managed Exchange mailbox and the Public Folder (if applicable) under the account across the given month. Excess storage is charged at $0.099 per MB per month.
  8. Access devices, such as mobile phones, and Internet data plan costs are not included with this product. You are responsible for the selection, maintenance and support for your mobile device and internet data plan to which you connect to this service. Synchronisation via your mobile device with the version of Microsoft Outlook installed on your PC is only available to customers with MAPI access (ie. those customers using Managed Exchange PC & Web Access or PC & Web Access Ultra only).
  9. WebCentral Managed Exchange mail backups are aged out over a short period of time. We are only able to restore data for the immediately preceding 90 days and give no warranty as to completeness of data. Charges for restoration may apply.
  10. WebCentral public folder mail backups are aged out over a short period of time. We are only able to restore data to public folders for the immediately preceding 14 days and give no warranty as to completeness of data. Charges for restoration may apply.

3.3 Managed Exchange Lite

  1. Managed Exchange Lite is available only with a Linux Hosting or WordPress Hosting bundle.
  2. You must activate a minimum of 1 Managed Exchange Lite mailbox within 14 days of receiving your welcome letter.
  3. Any mailbox which has been disabled for more than 90 days will have all its content deleted without notice.
  4. If you wish to use a mailbox as a resource or autoforward/responder, even if it is no longer active, that mailbox must remain enabled and it will be part of your allocated mailboxes.
  5. Each mailbox has a limit of 1 GB of storage. Excess storage is calculated on the combined total of the average daily storage usage of each Managed Exchange Lite mailbox services including Mail Folders, Contacts, Tasks and Calendars under the account across the given month. Excess storage is charged at $0.099 per MB per month.
  6. Access devices, such as mobile phones, and Internet data plan costs are not included with this product. You are responsible for the selection, maintenance and support for your mobile device and internet data plan to which you connect to this service. POP and SMTP protocols are available with your Managed Exchange Lite products for you to access your mailbox data.
  7. We do not include any mail backup guarantees for Managed Exchange Lite.

3.4 "Professional Email" powered by Microsoft Office 365

  1. Professional Email comprises of an email hosting facility operated by our supplier Microsoft Corporation (Microsoft) in conjunction with a domain name registered and supplied separately by you (Supplied Domain Name). Depending on your service plan, the Service may also include software licences for Microsoft products (Microsoft Software) which will be available to you during the term of Service and revoked at the termination of Service.
  2. You acknowledge and accept that it is your responsibility to register, maintain and renew the Supplied Domain Name associated with the Service. Should the Supplied Domain Name expire or fail for any reason causing the functioning of the Service to be affected, you agree that you will remain liable for any ongoing Service fees.
  3. We will setup and provision your desired email address mailboxes (Mailboxes) on the Service using the Supplied Domain Name and notify you once this has completed. If you wish to add or remove Mailboxes from the Supplied Domain Name, you must contact us to provision such changes. Creation/deletion/modification of Mailboxes may take up to 3 business days to process. Additional charges may apply to add Mailboxes to your Service. Alias email addresses (in which one Mailbox can have multiple email addresses) is not supported with this Service.
  4. You acknowledge and agree that due to technical limitations, the Supplied Domain Name will be configured to operate exclusively with this Service and cannot be used with any other email hosting facility.
  5. This Service does not include data migration support. You acknowledge and accept that it is your responsibility to backup and migrate data between this Service and any other email hosting facility. You agree that we are not responsible for any data loss that may occur during the provisioning of this Service or data migration to/from this Service.
  6. We will provide you with technical support to setup, access and use your Mailboxes as part of this Service. You acknowledge and agree that technical support for Microsoft Software may be limited to online resources only.
  7. You acknowledge you have read and agree to be bound by:
    1. the Microsoft Online Services Terms;
    2. the Microsoft Service Level Agreement; and
    3. any other terms by Microsoft related to this Service;
    which are incorporated into these Service Terms.
  8. You warrant that:
    1. you have all necessary rights to any software, services or data you may use with this Service; and
    2. your access and use of this Service will not infringe any applicable laws or regulations or third party's intellectual property rights.
  9. You acknowledge and consent to Microsoft receiving, accessing, transferring, processing and disclosing your personal information and data as required to provide the Service to you in accordance with these Service Terms.
  10. You acknowledge and agree that Microsoft and any affiliated/related entity has the right to require due performance of these Service Terms.

4. Search Engine Optimisation Services

4.1 Service

  1. You and Netregistry shall agree on the key phrase or keyphrases (depending on the Services that you have elected to obtain from us) in respect of which we will provide the Services (as the context requires, depending on the Services that you have elected to obtain from us (Agreed Keyphrase/s).
  2. You agree to provide us with any information, material, excerpts of or links from or to any content (Your Web Site Information) on Your Web Site reasonably requested by us, to assist us with providing the Services to you. You acknowledge and agree that failure to comply with this clause 4.1.b will amount to a material breach of contract and enable us to terminate the Services with all applicable remaining fees immediately due.
  3. You agree that we may from time to time during the Service, propose changes to any website owned or operated by you in respect of which the Services are being provided (Your Web Site), including, without limitation, to suggest adjustments to Your Web Site in the event that search engine algorithms change, and which we consider might assist you in improving the ranking of Your Web Site (Optimisation Change(s)).
  4. You hereby authorise us to develop a link exchange program whereby links to and from Your Web Site, and other websites and/or industry guides and/or directories, are established, and you hereby appoint us as your agent for this purpose. We agree to use all reasonable commercial endeavours to ensure that we do not insert links to and from Your Web Site to or from obscene, defamatory or sexually explicit websites and/or industry guides and/or directories.
  5. We agree that we will not, and will not recommend that you, cloak any pages or hide same colour content on same colour background or otherwise knowingly use spam methods in an attempt to improve the ranking of Your Web Site in connection with the provision of the Services.
  6. If you agree to provide us with FTP (file transfer protocol) access (FTP Access) to Your Web Site, we agree not to make any Optimisation Changes to Your Web Site, without your prior written consent to such Optimisation Changes.
  7. In addition to clause 4.1.f, if you agree to provide us with FTP Access to Your Web Site (but not otherwise), you expressly grant to us a licence to cache the file and content of Your Web Site, including data and content supplied by you and/or third parties, whether or not Your Web Site is hosted by our Supplier. You agree that you shall be responsible for obtaining any agreements and/or consents required of any third party in connection with the grant of this licence to us. You also agree that any such caching is not an infringement of any of your intellectual property rights or any third party's intellectual property rights.
  8. In the event that you do not agree to provide us with FTP Access, we agree that any Optimisation Changes will be provided by us to you in writing.
  9. We agree to provide you with monthly written ranking reports with respect to the Agreed Keyphrase/s (Benchmark Report).
  10. If you request additional changes to Your Web Site other than those we have recommended or request any additional services beyond the scope of what is agreed in the Proposal then those additional changes or services will be subject to an additional change fee of $250 (inc GST) per hour.
  11. You acknowledge and agree that:
    1. search engines vary in the time taken to index and include website submissions in their search results and that it may take several months for the performance of the Services to have any noticeable effect on Your Web Site’s rank or position in the search result of search engines;
    2. search engines may vary their search and ranking algorithms and policies at any time, refuse to accept the submission of any website or otherwise exclude any website from their directories at any time without reason; and
    3. it is possible for the rank or position of Your Web Site in the search results of search engines to decrease due to factors beyond our control, including changes in the algorithms and policies of search engines as referred to above, the optimisation and submission of competitor websites and competitors paying search engines to advertise or favour their websites, and
    4. the extent and amount of optimisation changes we make to your site may be limited by the particular structure of your website and its content management system
    5. we do not have any control over search engines and are not responsible for any delay in the performance of the Services caused by the conduct of any search engines, nor the impact of any of the above on you or your business.

4.2 Your Warranties

You warrant that:

  1. you have the right to provide us with Your Web Site Property, and, if applicable, FTP Access, with respect to Your Web Site;
  2. you will not alter, and will procure that no other person alters, any element of the textual content, content structure, graphical content and/or source code of Your Web Site, at any time during the Service, without our prior written consent;
  3. neither Your Web Site nor any of the content of Your Web Site (including, without limitation, any products and/or services that you may determine to offer for supply, or supply via Your Web Site, the Internet or otherwise, Your Web Site Information, and if applicable, any Optimisation Changes implemented by us or, by you or anyone on behalf of you) (collectively, Your Web Site Property) will infringe the intellectual property or any other rights of any third party;
  4. Your Web Site and Your Web Site Property will at all times comply with all laws required to be complied with by you; and
  5. Your Web Site and use of the Supplier services contemplated under this Agreement complies with all relevant policies of those third parties (for example, without limitation, you comply with the Google policies in relation to use of its AdWords service).
  6. Your Web Site Materials and our use of them are not and will not infringe the intellectual property rights of any third party, be obscene, offensive or defamatory, contain any malware and will not be used for any illegal or fraudulent purpose;
  7. any words or phrases included in Your Web Site Materials do not and will not contain the names of your competitors or any trade marks owned by anyone other than you;
  8. you are legally entitled to market and promote the products and services which are featured on Your Web Site and that you hold all approvals, licences and authorisations required to market and promote those products and services; and
  9. the content appearing on Your Web Site and Your Web Site Materials are complete, true and correct and not misleading or deceptive.

4.3 Our General Disclaimer of Warranties

  1. To the extent permitted by law, neither Netregistry nor its Supplier, nor any employees, affiliates, agents, suppliers, third-party information providers, merchants, licensors nor the like (each a Relevant Party) of either Netregistry or the Supplier, make any warranties of any kind, either expressed or implied, statutory or otherwise, relating in any way to the subject matter of this agreement, including, but not limited to, warranties of merchantability or fitness for a particular purpose, or non-infringement for the Services or any equipment provided, and all such warranties are hereby excluded.
  2. You acknowledge and agree that nothing in this agreement shall constitute an express or implied warranty or guarantee by either us or our Supplier:
    1. concerning the results or success that may be obtained from the use of the Services;
    2. as to the accuracy, reliability or content of any information services or merchandise contained in or provided through the Services, or, for the avoidance of doubt, any information provided by us or our Supplier in any advice, report or communication to you or any other party;
    3. that the provision of the Services will result in the ranking of Your Web Site improving; and/or
    4. that the provision of the Services will result in an increased amount of traffic or users to Your Web Site; and/or
    5. concerning any market conditions (whether favourable or not) that may be in existence at the commencement of the Service will continue; and/or
    6. that the provision of the Services generally, or any software utilised by us to provide the Services, will not be subject to, or result in, either errors and/or delays.
  3. You acknowledge that although we may suggest Optimisation Changes to you in connection with providing the Services, we nor our Supplier cannot and do not take any responsibility for Your Web Site or Your Web Site Property. Accordingly, you agree that you shall at all times be solely responsible for Your Web Site and Your Web Site Property notwithstanding the provision of the Services to you by us or our Supplier.
  4. Without limiting the above, you acknowledge that our Services may require us to use, interface with or input information into Supplier's systems (including companies such as Google and Yahoo!) and you agree that we have no liability to the extent that the Supplier is unable to provide its services to you.

4.4 Indemnity

  1. You will indemnify and defend Netregistry and its Supplier and all directors, officers, employees, and agents of Netregistry and its Supplier (each an Indemnified Party) from and against any and all claims, damages, losses, liabilities, suits, actions, demands, proceedings (whether legal or administrative) and expenses (including but not limited to reasonable legal fees) incurred by any Indemnified Party arising out of, or directly or indirectly relating to:
    1. Your Web Site; and/or
    2. Your Web Site Property; and/or
    3. our role as your agent (and any action or inaction by us as part of that role); and/or
    4. any breach of this agreement by you; and/or
    5. the use of the Services by you.
    Such claims shall include, but shall not be limited to, claims based upon trademark, service mark, trade name, copyright and patent infringement, trademark dilution, tortious interference with contract or prospective business relations, unfair competition, restrictive trade practices, misleading statement, misleading or deceptive conduct, breach of contract, defamation or injury to reputation, or other injuries or damage to business.

5. Website Done For You

5.1 Website Builder Service

  1. The Service includes the building and customisation of a website for you (including populating with customized content) (Website), hosting and ongoing support of the Website (on a monthly basis and subject to payment of the monthly fees).
  2. Specifications of your Website will be determined by your selected Service plan and outlined in the Service Description. The building and customisation of the Website includes the following:
    1. design based on inputs and instructions delivered by you (except where clause 5.1.d applies);
    2. adding (including reformatting and resizing) (1) any logo provided by you (or creating a simple type based alternative), or (2) images provided by you;
    3. adding copy provided by you, or writing unique copy based on inputs from you;
    4. changing the design and layout or functionality of any page or the skin (i.e. colour and fonts) based on your review;
    5. editing the search engine optimization meta-data used to optimize the Website for search engines;
    6. integrating any supported social media and video assets you request; and
    7. basic set up of e-commerce features and functionality.
  3. Optional add-ons to add further components or functionality to your Website can also be purchased subject to additional fees (Add-ons). Add-ons will automatically renew on a monthly basis (unless specified otherwise) until they are cancelled by you or the Service is terminated. Full details of Add-ons can be found in the Service Description.
  4. You may supply us with Content for customisation of your Website. All Content must be submitted to us as requested.
  5. If you do not provide adequate Content or point to an existing website or other source of materials, we may proceed to build the Website utilizing category specific pre-produced photos from our Content Library, which may be customize based on the details provided by you (e.g. contact details, description of your business and other relevant information).
  6. Should your selected Service plan include compatibility for a payment gateway system (Gateway), you agree and acknowledge that:
    1. it is your responsibility to select, set up and manage a Gateway which is compatible with our platforms;
    2. any fees or obligations concerning the Gateway is solely your responsibility; and
    3. we will not be responsible for any delays or impacts to the Service caused by the Gateway.
  7. If you have any objections to proceeding with the build and customization of the Website, or to the publication of the approved Website, you must notify us via email in a timely manner and specify the reasons for your objections or resistance (such to be reasonable, and genuine issues raised in good faith). We will investigate those reasons, and attempt to resolve your issues and concerns. If a resolution is unable to be agreed within seven (7) calendar days from the day on which we became aware of your objections, then either party may cancel the Service.
  8. Completion of the build and customisation of the Website in a timely manner depends upon your responsiveness to any of our requests, and where applicable, provision of timely and complete feedback or approvals. We are not responsible for any delays in provisioning the Service which occur as a result of your failure to respond as requested or required.

5.2 Publication of Website

  1. We'll provide you with an opportunity to review the built Website, and provide us with any revision requests or approve the Website. If the Website is approved, or we receive no response from you within five (5) business days of our request, it will be published on the Internet to the domain name you have provided. The publication of the Website completes our obligations to you under these Service Terms, other than in respect of (1) the Website hosting and email components of the Service, and (2) and the ongoing support of that Website (subject to your payment of ongoing monthly fees for the Service).
  2. You agree you are solely responsible for the back-up of any data, websites or information (including without limitation email files, databases, hosted files etc.) which may be replaced pursuant to the provision of the Services (including without limitation as a result of the publishing of your Website.

5.3 Website Hosting Charges and Restrictions

  1. For any Service plan which specifies UNLIMITED hosting data transfer, should your site exceed burst (or ongoing) data transit of greater than 5Mb/sec, or otherwise degrade the network performance for other users, the account will be subject to review and possible suspension.
  2. For Service plans that have disk space usage limits, should you exceed the allocated limits for your Service (as set in the Service Description), you will be charged excess data and/or storage fees at the rate of $0.099 per megabyte per month.
  3. You agree to accept additional charges for the transit of IP traffic above and beyond the amount specified as a limit in any Service plan (if any). All excess data will be charged at the rate of 5.5c/MB to the nearest whole MB. These charges will fall due at the completion of the calendar month on normal trading terms of 14 days from invoice. For applicable plans, we will provide an online interface allowing authorised users to monitor website data traffic.
  4. You must conduct such tests and computer virus scanning as may be necessary to ensure that any data uploaded or downloaded to and from your Service does not contain any computer virus and will not in any way, corrupt the data or systems of any person (including, without limitation, us or our supplier).
  5. All Service plans are subject to general resource and usage monitoring. The following usage items are expressly prohibited:
    1. Any action or process that unreasonably consumes resources degrading the shared environment for other users is subject to review. This includes but is not limited to execution of scripts (PHP, ASP.NET, CGI/PERL, FTP, HTTP, database connections and the like).
    2. Running standalone, automated server-side processes including, but not limited to any daemon.
    3. Running any bit torrent application, tracker or client.
    4. Participating in file sharing or other peer to peer sharing activity.
    5. Maintenance of multimedia files for streaming video or audio in excess of 5 GB.
    6. Online storage and data backups or archives.
    7. Executing any script for longer than 180 seconds.
    8. Executing any database query that takes longer than 30 seconds to complete.
    9. Specifying cron tasks that execute more frequently than every 300 seconds.
    10. The Service plans disk space pertains only to files required for the normal operation of your website, and which are linked to in that website. Our website hosting plans are expressly prohibited from use as an online file repository.
    11. Any site that uses greater than 89,000 inodes (every file on your hosting account uses 1 inode), or that create file system damage by the rapid creation of large volumes of files, will be subject to review and possible suspension.
  6. We (or our supplier) shall maintain and control ownership of all IP numbers and addresses that may be assigned to you and may change or remove any and all such IP numbers and addresses.
  7. You expressly grant to us and our supplier a licence to cache the entirety of your website, including data and content supplied by you and/or third parties, hosted by us or our supplier under these Service Terms. You agree that you shall be responsible for obtaining any agreements and/or consents required of any third party in connection with the grant of this licence.
  8. In contracting with us for the Services, you do not obtain any rights to the hardware, software or other infrastructure and facilities used by us or our suppliers to deliver the Services.

5.4 Email Services

  1. For any Service plan which includes Microsoft Exchange email services, the following terms apply:
    1. To utilise Microsoft Exchange your email does not have to be currently hosted by us. Migration of your existing mail can also be arranged. Devices and GPRS plan costs are not included with this product. You are responsible for the selection, maintenance and support for your mobile device and GPRS plan to which you connect to the Service(s). Synchronisation via your mobile device with the version of Microsoft Outlook installed on your PC is only available to customers with MAPI access (ie. those customers using Premium Email only).
    2. If your Microsoft Exchange mailbox storage usage and/or Public Folder content storage exceeds the allocated limits for your Service, you agree that you will be charged and will pay excess storage usage at the rate of $0.099 per megabyte per month. Mailbox excess storage is calculated at company level, based on the combined total of the average daily storage usage of each Microsoft Exchange mailbox under the account across the given month. Public Folder content storage is calculated at company level, based on the combined total of the average public folder usage of each Microsoft Exchange mailbox under the account across the given month.
    3. You can add additional Microsoft Exchange mailboxes through the customer interface at any time and will be billed for them. You are responsible for activating any new mailboxes.
  2. For any Service plan which specifies UNLIMITED POP mailboxes (500MB storage allowance per POP mailbox), the following terms apply:
    1. You will be entitled to establish an unlimited number of POP mailboxes through Mission Control, subject to the terms of these Service Terms.
    2. Each individual POP mailbox is subject to a storage limit of 500MB. You will be charged at $0.099 per megabyte per month for all additional usage, calculated at company level, based on the combined total of the average daily storage usage of each POP mailbox under the account across the given month. A limit of 70,000 email messages per POP mailbox applies, and you agree that we may permanently delete your oldest messages to maintain this limit.
    3. This Service does not include an SMTP outgoing mail service and is the customer's sole responsibility to obtain such services from a third party if required by you.
    4. Should you cancel the Service or change to a plan that does not include POP email functionality, you agree that all established POP mailboxes and email messages will be permanently deleted.
    5. POP mailboxes are not subject to any service levels provided for the Service (if any).
    6. We reserve the right, in our sole discretion, to suspend your access or use of POP mailboxes with the Service if any other customers are being impacted by your POP mailbox usage. You agree that we have no liability to you or any other party in relation to any such suspension.
  3. For any Service plan which specifies UNLIMITED email accounts, should the mail boxes associated with your account exceed more than 1,000,000 aggregate messages, the account will be subject to review and possible suspension.

5.5 Intellectual Property

  1. You are solely responsible for ensuring that you have all appropriate rights and licenses to the Content supplied and utilised in the Website. All Content must be submitted electronically, should be copies and not originals, and should be of a high quality standard. Should any files be too large for electronic delivery, you must make arrangements for these to be delivered to us. We reserve the right, in our sole discretion, to refuse to use any Content we believe is objectionable or may infringe upon the intellectual property rights of others, or would be in breach of our Acceptable Use Policy. Unless we have otherwise expressly agreed, we will not return any Content to you, and you are responsible for maintaining back-up copies of all submitted Content. Under no circumstances will we be responsible or liable for any loss of, or damage to, any of your Content.
  2. WebCentral claims no ownership over your Content. You expressly grant us, and our supplier, a worldwide, perpetual, irrevocable, non-exclusive, royalty-free licence to cache the entirety of the Website (including your Content). You agree that any such caching is not an infringement of any of your intellectual property rights or any third party's intellectual property rights.
  3. Additionally, you grant us, and our supplier, a worldwide, perpetual, royalty-free, and sub-licensable license to:
    1. use in connection with producing the Website and delivering the Service, any Content and any pictures, images and voice recordings of the Client's facilities, properties or products or its employees, agents or clients where created by us (or our supplier) (if any) in the course of provisioning the Service (for clarity, also Content); and
    2. create, publish and use screenshots or depictions of your Website (including any Content) for our marketing activities (for example, creating marketing materials that show screenshots of the Service in which the Website (including any Content) is featured). You may withdraw consent to this use by notifying us in writing at webcentral@websitedoneforyou.com.au, and we will take reasonable steps to process your removal request.
  4. You represent and warrant that:
    1. you have full rights to use, broadcast and distribute the Content and documentary substantiation for all the claims made therein;
    2. Content is truthful and not misrepresentative or misleading and does not plagiarise, libel, defame or harm any party;
    3. your use of the Service will not invade the rights of privacy of any third party or otherwise infringe upon or violate the rights or property interests of any third party; and
    4. you will not use the Service except as permitted by these Service Terms.
  5. You agree you are responsible for obtaining any agreements and/or consents required of any third parties in connection with the grant of any licences to us (or our supplier) under this Service Terms.
  6. To the extent your Website contains any copy, images (including logos or photos), or any other content or material from our Content Library (Library Material), then we grant you a royalty-free, non-exclusive, revocable, worldwide license to, for the term of the Service:
    1. use such Library Material on your Website; and
    2. use and create derivatives of your Website (which includes Library Material) in connection with advertising activities relating to you.
  7. Other than permitted under clause 5.5.f, you may not copy, modify, distribute, decompile, sell, rent, sublicense or translate any Library Material or grant any other person or entity the right to do so. Ownership of all Library Material shall remain at all times us or our supplier (or the relevant third party).
  8. Any Websites delivered by us under the Service are without any representation or warranty as to your ability to obtain trademark, copyright, or similar protections in any jurisdiction throughout the world. We expressly disclaim (1) all liability to you or any third party for any infringement of intellectual property or proprietary rights; and (2) that we will be responsible for, or provide any advice or guidance in respect of, any potential intellectual property rights issues which may arise from your use of the Service (including without limitation the use of Content in your Website).
  9. We are not responsible for any Content contained in your Website, nor are we responsible for your use of the Website. You are solely responsible for ensuring your Website complies will all applicable laws and regulations, and does not infringe any third party's rights, at all times.
  10. Your access to, and continued use of, the Website is contingent upon, and at all times subject to, payment of the monthly fees for the Service. Except as otherwise expressly stated in these Service Terms, no other rights, titles or interests in the Website are granted to you.

5.6 Indemnity

  1. You agree to indemnify and hold harmless WebCentral, and its supplier, and their affiliates and their respective officers, agents, partners, directors, shareholders, suppliers, and employees from and against any loss, damages, liabilities, claims, demands, suits, expenses, including reasonable attorneys' fees, which any such party may incur arising out of or relating to:
    1. content or your modification, display and use of the Website;
    2. claims that your products or services are defective, injurious or harmful or violate the rights of any third parties;
    3. claims relating to any Gateway; and
    4. claims predicated on a breach by you of these Service Terms or the Contract.

5.7 Suspension, Cancellation and Termination

  1. You may cancel the Service at any time upon written notice to us. Cancellation will automatically terminate (1) all access to the Website, (2) the Website hosting and email components, and (3) email services included in the Service offering cancellation of the Service will not result in cancellation of any other associated WebCentral services (eg. SSL certificates etc.). Refunds do not apply for cancellations under this clause 5.7.a.
  2. On cancellation or termination of the Service, all licenses granted to you under these Service Terms shall immediately terminate.
  3. In addition to any other obligation in these Service Terms, upon cancellation or termination of this Service, we may delete all data, including any content, files (including, without limitation, email files, if applicable) from our systems (including any storage media) without any liability to you whatsoever.
  4. We specifically exclude any warranty as to the accuracy or quality of information received by any person via our servers and in no event will we be liable for any loss or damage to any data stored on our servers. You are responsible for maintaining insurance cover in respect of any loss or damage to data stored on our servers.
  5. You will conform to the standards made available by us from time to time, including without limitation to our Acceptable Use Policy, and will not yourself, and will ensure that none of your end users, make excessive or wasteful use of the Service(s) to our detriment or that of our other customers. We reserve the right to suspend your Service at the time of service abuse prior notification, and to terminate post three (3) events of suspension of the Service as a result of ongoing lack of resolution of the issue associated.
  6. We will take all reasonable steps to ensure accurate and prompt routing of messages but we will not accept any liability for non-receipt or mis-routing or any other failure of email. In the event of deliberate transmission of unsolicited commercial email (UCE), we reserve the right to terminate Services without prior notification.
  7. In addition to any other rights under these Service Terms, you agree that we may without notice to you remove, amend or alter your data upon being made aware of:
    1. any court order, judgment, determination or other finding of a court or other competent body, that the data is illegal, defamatory, offensive or in breach of a third party's rights;
    2. if directed to do so by the Australian Communications and Media Authority under a "take down notice"; or
    3. an outside party or outside device disrupting or attempting to disrupt the Service.
  8. Where we provide a Service to you through a supplier, we may terminate and/or replace such supplier at any time without notice to you but will endeavour to do so with minimal disruption and on substantially the same terms as this Contract. If we are unable to do this, you may terminate your Services within 30 days of being notified of the new terms of Service and we will refund you any fees previously paid by you on a pro rata basis.
  9. If your Service is terminated you must pay all outstanding charges (including, without limitation, excess data transfer and/or disk space charges) and we may delete all data from any storage media. We are under no obligation to provide you with a copy of your data if we have terminated your Service because of your breach. If we provide you with a copy of your data, we are entitled to charge a fee for that service.

5.8 Definitions

Content means any logos, pictures, slogans, art, Customer Data and other materials provided to us in connection with the Service, or which are uploaded/added by you directly through your use of the Service.

Content Library means a repository of pre-produced photos, images, logos, videos and other materials (which may include licensed third party materials).

Customer Data means all information regarding you (including without limitation any listing details, trade name, trade address, phone number, website address, contact information (including telephone, email or other), primary email address(es), contact name etc.) provided by you in connection with the Service.

6. Managed Social Media

6.1 Service

  1. We will commence providing the Service after the fees payable for the first month have been received.
  2. The Service is limited to those brands agreed between us and you, and cannot otherwise be shared across multiple brands.
  3. The Services are commercial in nature, and you agree their provision constitutes a business to business relationship between you and us.
  4. You authorise us to set up, regularly access and modify profiles representing you on online social media platforms including, but not limited to, Facebook, Twitter, LinkedIn, Google+, Zomato, Instagram, Yelp, TripAdvisor, Pinterest, Foursquare and Yellow Pages (Social Media Profiles).
  5. You agree that we will not be responsible for any delays caused by any of the following reasons:
    1. should your account manager be unable to contact you at a mutually agreed time and date to discuss delivery of the Service;
    2. should you require more than 2 business days to review and approve via email any documentation, plans and/or any other collateral; or
    3. any other interaction between us and you that requires your input in order for the Service to be delivered.
  6. Should we suggest any content for your Social Media Profiles, you acknowledge that such content will have no association or reflect the view or opinion of us or any of our employees or suppliers. It is your responsibility to ensure that any suggested content by us is suitable for your purposes.

6.2 Facebook advertising

  1. Where a Facebook advertising add-on is chosen, we will plan for and use reasonable endeavours to spend the full amount each month. Subject to clause 6.2.b, there will be no refunds given or credits transferred to subsequent months if the full amount is not spent in a month.
  2. If the amount spent on advertisements is less than 80% of the nominated amount, the unused amount will be transferred to the budget for the next month.
  3. We are not obliged to provide any refunds for any portion of the nominated amount that has not been spent if the Services are cancelled for any reason.
  4. Add-on packs may be purchased on a month by month basis at any time.

6.3 Third party sites

  1. The provision of the Service may rely on websites operated by third parties outside our control (Third Party Sites). We're not responsible for availability, accuracy, legality or decency of material or copyright compliance of the Third Party Sites.
  2. Linking to Third Party Sites is entirely at your own risk and we're not liable or responsible for any advertising, products or materials on Third Party Sites.
  3. We are not responsible or liable in any way for any loss or damage you incur or allege to have incurred, either directly or indirectly, as a result of your use and/or reliance upon a Third Party Site.

7. Professional Website and Online Store

7.1 Service

  1. The Service includes the building and customisation of a website (Website), hosting and 2 hours of developmental work for changes to the Website (on a monthly basis and subject to payment of the monthly fees).
  2. You acknowledge and agree that we may perform the Service using our own employees or third party contractors. We may pass on to our employees and contractors any information or materials provided to us which may be relevant to the performance of the Service.
  3. We will provide you with a range of pre-existing website templates for you to select from.
  4. We may request your input, review or feedback in relation to our performance of the Service at various stages of development or maintenance (if applicable to your service plan). You acknowledge and agree that if you fail to provide input or feedback within 7 days of us requesting you to do so, we may elect, in our absolute discretion, to:
    1. continue to perform the Service on the basis that you do not have any feedback or input;
    2. deliver or publish the Website in "as-is" condition.
  5. During the initial development of the Website, you will be offered up to 3 rounds of minor changes (if required) before settling on a final version for publishing. Should more than 3 rounds of changes be required before publishing, additional change fees may apply as specified in clause 7.2. Any significant layout changes or the selection of an alternative template may result in further fees, as specified in clause 7.2.
  6. Once you have agreed to a final version of the Website, we will publish it on the Internet via a domain name supplied by you.
  7. After the publication of your website, two hours of development work for content changes per month are included as part of the Service. Any unused hours of developmental work do not roll over to subsequent months. Should you require more than two hours of development work, additional change fees may apply as specified in clause 7.2.
  8. Should you cancel the Service, you acknowledge and agree that any website or email hosting services and ongoing maintenance or updates will no longer be available to you. It is your responsibility to backup any data associated with the Service and you accept that we are not liable for any loss of data.
  9. You may request that we provide you with training related to your use of the Website. Any such training we provide to you will be subject to your payment of the training fee specified in clause 7.2.

7.2 Fees for Additional Services

  1. Add-on installation fee: custom features outside standard website template, you will be notified the appropriate amount at the time of any such request.
  2. Layout change fee: additional fees will apply to any request for an additional layout design, you will be notified the appropriate amount at the time of any such request.
  3. Additional change fee: A fee is payable for late or additional changes as specified in these terms at the rate of $150 (inc GST) per hour of work (or part thereof) required.
  4. Training fee: For training over the phone, the fee payable to us is $250 (inc GST) per hour.

7.3 Your obligations

  1. You must, within 14 days of the commencement date, supply us with:
    1. all logos, branding, trade marks, service marks, graphics or other content and materials which are to be used or incorporated into the Website or are otherwise required for the performance of the Service (Your Materials); and
    2. all instructions and information reasonably required to enable us to perform the Service.
  2. You acknowledge and accept that we are not responsible for any delays caused by your failure to comply with clause 7.3(a), and no refunds are available for such delays.
  3. We will not be responsible for any deficiency in the Service or the Website which arises out of Your Materials. You warrant and represent that:
    1. Your Materials are not and will not be obscene, offensive or defamatory, contain any viruses, trojans, worms or malicious code and will not be used for any purpose or activity of an illegal, fraudulent or defamatory nature;
    2. any words or phrases included in Your Materials do not and will not contain the names of your competitors or any trade marks owned by anyone other than you;
    3. you are legally entitled to market and promote the products and services which are featured on your Website and that you hold all approvals, licences and authorisations required to market and promote those products and services;
    4. the content appearing on your Website and Your Materials are complete, true and correct and not misleading or deceptive; and
  4. You acknowledge and agree that:
    1. you are responsible for backing up and maintaining a copy of any existing website and the Website, including any databases, hosted files or other data. Any existing website may be replaced or permanently deleted by us during or as a consequence of the performance of the Service;
    2. if you request that a merchant facility be incorporated into your Website, we will provide you with reasonable assistance in obtaining that merchant facility as part of the Service, but we are not responsible for obtaining the merchant facility from any financial institution or merchant facility provider, the performance of the merchant facility nor any fees or expenses associated with establishing or maintaining that merchant facility; and
    3. you are responsible for the security of the Website once we have delivered or published it.
  5. If any Open Source Applications are incorporated into the Website then the monitoring and installation of any available new releases of or upgrades to those Open Source Applications is your sole responsibility. We will provide you with available upgrades to Open Source Applications upon request, subject to your payment of any fee notified by us as being applicable to the performance of such work at the time of your request.

7.4 Website Hosting Charges and Restrictions

Clause 5.3 applies to the website hosting component of the Service.

7.5 Email Services

Clause 5.4 applies to the email component of the Service.

7.6 Intellectual Property

  1. If any Intellectual Property Rights subsist in any of Your Materials which you provide to us, then you:
    1. grant us a non-exclusive, royalty free licence to use Your Materials and any Intellectual Property Rights therein for the purposes of performing the Service; and
    2. warrant and represent that you have obtained all necessary authority for us to access, use, copy and modify Your Materials for the purposes of the Service; and Your Materials, and the use of them by us, does not and will not infringe the Intellectual Property Rights of any third party.
  2. Subject to your payment of all fees owing to us for this Service and excluding any Open Source Applications, all right, title and Intellectual Property Rights in any deliverable (including the source code) created by us and published or delivered to you in performing the Service vests in and is assigned to you from the moment of its creation.
  3. You acknowledge that nothing in this contract assigns to you any Intellectual Property Rights in any:
    1. material (including any software, documentation, templates, user-interface or data) created by or for us either prior to entering into this contract; or after entering into this contract for use in providing services to our customers generally (collectively Our Materials); or
    2. any Open Source Applications, incorporated into the Website or used by us in performing the Services.
  4. We grant you a perpetual, irrevocable, non-exclusive, royalty free licence to use Our Materials in object code form for the purpose of utilising the Website and its components.

7.7 Warranties

  1. You acknowledge and agree that we do not warrant the Website or its components:
    1. are compatible or will inter-operate with any particular computer system or item of equipment, software (including operating systems);
    2. comply with applicable laws, industry standards or codes of practice; or
    3. our performance of the Services will result in any increase in your revenue or the number of visitors to your Website.
  2. We are not responsible for errors or functionality loss if the website is published and hosted on a server environment that does not match the development server specifications.

7.8 Definitions

"Intellectual Property Rights" means all statutory and other proprietary rights (including rights to require information be kept confidential) in respect of know-how, trade secrets, copyright, trade marks, design, patent, semiconductor or circuit layout rights and any application for registration or registration of those rights;

"Open Source Applications" means any third party applications in which the source code is open source;

8. Pay Per Click (PPC) Advertising

8.1 Service

  1. The Service includes the creation and customisation of a phone-call or web-click optimised pay-per-click advertising campaign (Campaign) and ongoing support of the Campaign (on a monthly basis and subject to payment of the monthly fees). Our monthly fee for the Service is stated in clause 8.1.b(iv) below (see ‘Management fee’).
  2. The creation and customisation of the Campaign includes the following:
    1. your keyword selection, in respect of which we will provide the Service;
    2. Ad creation, based on keyword selection and your business;
    3. iii. Landing Page creation (included for ‘Advanced’ or ‘Premium’ service plans only, "custom" plans excluded (see below)), in the event you do not have an active DFY Website at the time of Campaign creation (for web-click Ads only); and
    4. establishment of Campaign budget, conditions of which are below:
      Bronze Silver Gold^ Platinum^
      Customer Monthly
      Spend
      $299 - $498 $499 - $998 $999 - $1998 $1999 - $3000
      Utilisation* Ad spend: 60%
      Management fee: 40%
      Ad spend: 70%
      Management fee: 30%
      Ad spend: 75%
      Management fee: 25%
      Ad spend: 80%
      Management fee: 20%

      * Identifies percentage of Customer Monthly Spend (i) utilised for Ad spend, and (ii) retained as our management fee for provisioning the Service.
      ^ Includes Landing Page creation.

  3. In provisioning the Service, we may require the use of Content which you:
    1. agree to provide as requested by us; and
    2. agree we can replicate, copy, modify and otherwise use as necessary in provisioning the Service.
  4. We will enter your Content (as required) into Google or other advertising channel interfaces. For ‘Advanced’ and ‘Premium’ service plans utilizing web-click Ads, those web-click Ads will (in the absence of a DFY Website) direct to a Landing Page (populated utilising category specific pre-produced content from our Content Library, which may be customize based on certain Content provided by you (e.g. contact details, description of your business and other relevant information)).
  5. You acknowledge you have read and agree to:
    1. Google’s advertising program (located at https://support.google.com/adwords/answer/1349488) and “Working with a third-party” disclosure notice (located at http://www.google.com/adwords/thirdpartypartners/); and
    2. any other applicable advertising channel terms and conditions.
  6. You appoint us as your agent for the purposes of:
    1. creating, managing and operating an account with Google or other advertising channels as necessary to provision the Service; and
    2. agreeing on your behalf to terms and conditions pursuant to clause 8.1.e above
  7. Completion of the Campaign build and launch in a timely manner depends upon your responsiveness to any of our requests. Where requested, you must provide us with website information, visitor statistics and webserver logs in order for us to help detect anomalies relevant to the Services. We are not responsible for any delays in provisioning the Service which occur as a result of your failure to respond as requested or required.
  8. You agree and accept that should you not have a DFY Website and your service plan does not include the creation of a Landing Page (pursuant to clause 8.1.b(iii) above), your Campaign may be limited to phone-call based Ads only, unless you request we create a Landing Page (at additional cost).

8.2 Publication

  1. Once we have created the Campaign, we will automatically publish to Google and other applicable advertising channels. You acknowledge and accept this may occur without your approval being requested, and you authorise us to publish in this manner. Once published, you will have the opportunity to review the Campaign and provide us with any revision requests.
  2. If you have objections to the Campaign, you must immediately notify us via email and specify the reasons for your objections. We will investigate those reasons and, where we consider such objections to be reasonable, genuine issues raised in good faith, attempt to resolve.

8.3 Intellectual Property

  1. You are solely responsible for ensuring that you have all appropriate rights and licenses to the Content supplied and utilised in the Campaign. We reserve the right, in our sole discretion, to refuse to use any Content we believe is objectionable or which we believe may infringe upon the intellectual property rights of others, or would be in breach of our Acceptable Use Policy. Unless we have otherwise expressly agreed, we will not return any Content to you, and you are responsible for maintaining back-up copies of all submitted Content. Under no circumstances will we be responsible or liable for any loss of, or damage to, any of your Content.
  2. We claim no ownership over your Content. You expressly grant us, and our supplier, a worldwide, perpetual, irrevocable, non-exclusive, royalty-free licence to use (and where necessary, cache) your Content. You agree that any such use or caching is not an infringement of any of your intellectual property rights or any third party's intellectual property rights.
  3. Additionally, you grant us, and our supplier, a worldwide, perpetual, royalty-free, and sub-licensable license to:
    1. use any Content in connection with producing the Campaign and delivering the Service; and
    2. create, publish and use screenshots or depictions of your Campaign (including any Content) for our marketing activities (for example, creating marketing materials that show screenshots of the Service which feature the Campaign). You may withdraw consent to this use by notifying us in writing at webcentral@ppcdoneforyou.com.au, and we will take reasonable steps to process your removal request.
  4. You represent and warrant that:
    1. you have full rights to use, broadcast and distribute the Content and documentary substantiation for all the claims made therein;
    2. Content is truthful and not misrepresentative or misleading and does not plagiarise, libel, defame or harm any party;
    3. your use of the Service will not invade the rights of privacy of any third party or otherwise infringe upon or violate the rights or property interests of any third party; and
    4. you will not use the Service except as permitted by clause 8.3.e.
  5. You agree you are responsible for obtaining any agreements and/or consents required of any third parties in connection with the grant of any licences to us (or our supplier) under this Service Terms.
  6. To the extent your Campaign contains any copy, images (including logos or photos), or any other content or material from our Content Library, then we grant you a royalty-free, non-exclusive, revocable, worldwide license to, for the term of the Service:
    1. use such Content Library for your Campaign; and
    2. use and create derivatives of your Campaign (which includes Content Library) in connection with advertising activities relating to you.
  7. Other than permitted under clause 8.3.f, you may not copy, modify, distribute, decompile, sell, rent, sublicense or translate any Content Library or grant any other person or entity the right to do so. Ownership of all Content Library shall remain at all times us or our supplier (or the relevant third party).
  8. Any Campaigns delivered by us under the Service are without any representation or warranty as to your ability to obtain trademark, copyright, or similar protections in any jurisdiction throughout the world. We expressly disclaim (i) all liability to you or any third party for any infringement of intellectual property or proprietary rights; and (ii) that we will be responsible for, or provide any advice or guidance in respect of, any potential intellectual property rights issues which may arise from your use of the Service (including without limitation the use of Content in your Campaign).
  9. We are not responsible for any Content contained in your Campaign (for clarity, this includes Ads or Landing Page (if applicable)). You are solely responsible for ensuring your Campaign complies will all applicable laws and regulations, and does not infringe any third party's rights, at all times.
  10. Your access to, and continued use of, the Service is contingent upon, and at all times subject to, payment of the monthly fees for the Service. Except as otherwise expressly stated in these Service Terms, no other rights, titles or interests in the Campaign are granted to you.

8.4 Indemnity

  1. You agree to indemnify and hold harmless WebCentral, and its supplier, and their affiliates and their respective officers, agents, partners, directors, shareholders, suppliers, and employees from and against any loss, damages, liabilities, claims, demands, suits, expenses, including reasonable attorneys' fees, which any such party may incur arising out of or relating to:
    1. Your Content, keywords or modification, display and use of the Campaign;
    2. DFY Website (if applicable);
    3. Claims that your products or services are defective, injurious or harmful or violate the rights of any third parties; and
    4. Claims predicated on a breach by you of these Service Terms or the Contract.

8.5 Cancellation and Termination

  1. You may place Campaigns on hold at any time at the conclusion of any minimum term (if applicable) by providing one (1) months prior written notice (On Hold). On Hold requests will automatically suspend all access to the Campaign. Campaigns may remain On Hold for a maximum period of six (6) continuous months, after which time they may be cancelled without notification. Restarting any Campaign which is On Hold is solely your responsibility.
  2. You may terminate the Service at any time after the initial minimum term by providing one (1) months prior written notice. Cancellation will automatically terminate all access to the Campaign. Refunds do not apply for cancellations under this clause 8.5.b.
  3. On cancellation or termination of the Service, all licenses granted to you under these Service Terms shall immediately terminate.
  4. In addition to any other obligation in these Service Terms, upon cancellation or termination of this Service, we may delete all data, including any Content, files (including, without limitation, email files, if applicable) from our systems (including any storage media) without any liability to you whatsoever.

8.6 Definitions

Ad or Ads means search engine marketing advertisements created by us as part of the Service. Ads will be setup to link to either your DFY Website (if applicable), or to a Landing Page (if applicable).

Content means any logos, pictures, slogans, art, contact details and other materials/information you provide in connection with the Service, or which are uploaded/added by you directly through your use of the Service.

Content Library means a repository of pre-produced photos, images, logos, videos and other materials (which may include licensed third party materials).

DFY Website means your identified WebCentral Website Done For You.

Landing Page means a one-page website (hosted on a WebCentral selected and operated domain name) with content reflective of your DFY Website, or if you do not have a DFY Website, your advised business.