WEBSITE Maintenance

WEBSITE MAINTENANCE AGREEMENT

This Maintenance Agreement (“Agreement”) is hereby entered into between you, your employees and agents (collectively “Customer”) and applies to the purchase of all Monthly Website Maintenance Services (hereinafter collectively referred to as “Website Maintenance Plans”) ordered by Customer.

1. Term and Termination – This Agreement shall be effective as of the time frame Customer signs up for Website Maintenance Plan. This Agreement may be terminated by either party upon written notice to the other, if the other party breaches any material obligation provided hereunder and the breaching party fails to cure such breach within thirty (30) days of receipt of the notice. This Agreement may be terminated by B Creative Studio (i) immediately if Customer fails to pay any fees hereunder; or (ii) if Customer fails to cooperate with B Creative Studio or hinders B Creative Studio's ability to perform the Website Maintenance Plan hereunder.

Termination Upon Client's Notice: This Agreement may also be terminated by the Client upon written request sent via email, with a 30-day notice period. If the Client has chosen the 'Honey Pot' package, they may terminate this Agreement with a 30-day written notice sent via email. Upon termination, the Client is required to pay for any works performed on the website up to the date of termination. The total payable shall not exceed the cost for the 12-month contract period under the 'Honey Pot' package.

2. Website Maintenance Plan – B Creative Studio agrees to provide Customer with Website Maintenance Plan as described in this Agreement. Website Maintenance Plan tasks include: updates to text, images, and other minor changes to Customer’s website pages within the timeframe provided in the chosen Website Maintenance Plan, upgrades to Customer’s content management system, including plugins and themes, removal of malware, spam and malicious code from Customer’s website, regular backups on your site to protect your web pages and databases, recovery of files or email from backups, as available.

3. Fees; Limitations on Refunds and Cancellation Fees – Customer agrees to pay B Creative Studio any and all fee(s) as billed in accordance with this Agreement. The fee(s) must be received prior to the start of any Client Care Plan. The customer further agrees that, in the event of any termination of this agreement by customer, no refunds shall be given under any circumstances whatsoever. The customer further agrees to pay upon cancellation the amount of any cancellation fees or other amounts due to B Creative Studio as provided in the agreement. B Creative Studio is hereby authorised to charge customer’s credit card account or other payment mechanism for any amounts owed from time to time by customer to B Creative Studio.

4. Customer Responsibilities – For the purposes of providing these services, Customer agrees: To provide B Creative Studio with access to its websites for creating new pages, and making changes for the purpose of providing Website Maintenance Plan. To properly convey to B Creative Studio the information that needs to be changed or added.

5. Customer Acknowledgements – Customer understands, acknowledges and agrees that:

Only allocated time for Website Maintenance Plan is allowed per month, in thirty (30) minute increments.
- Any work that exceeds allocated time will be charged on an hourly basis of $100 + gst per hour, in thirty (30) minute increments.
- Web page updates exclude, but are not limited to, image editing, graphic design, graphic editing, database design, database changes, programming, and *search engine optimisation.(*unless on Grow Plan or Grow Plus Plan)
- B Creative Studio has no control over the policies of search engines or directories with respect to the type of sites and/or content that they accept now or in the future. Customer’s web site(s) may be excluded from any search engine or directory at any time at the sole discretion of the search engine or directory entity.
- Additional fees could be charged if the information provided has to be typed and exceeds the allocated time.
- If changes are made by B Creative Studio according to Customer’s information, and the changes are not correct, additional time to remedy the changes fall under the allocated time.
- Unused time is not accumulative. Unused time does not transfer from month to month. Website Maintenance Plan time is strictly month to month B Creative Studio is not responsible for rewriting sentences, restructuring paragraphs, or checking for typing errors, misspellings, etc.
- B Creative Studio is not responsible for changes made to Customer’s web site(s) by other parties.
- B Creative Studio is not responsible for third-party plugins that may become unusable as a result of Website Maintenance Plan performed. B Creative Studio will not repair Customer’s website(s) that became compromised, hacked, or otherwise defaced or infected prior to ordering Website Maintenance Plan.
- Recovery or repair of Customer’s website is not guaranteed. Availability of backups is not guaranteed.

6. Additional Services – Additional services not listed herein will be provided for a fee of $100 + gst .00 per hour. B Creative Studio is not responsible for developing new content or writing new copy for Customer. Customer will be charged an additional fee for writing content, based on the hourly rate of
$100 + gst per hour.

7. Indemnification – Customer shall indemnify and hold harmless B Creative Studio (and its subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees) from any and all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses) incurred by B Creative Studio as a result of any claim, judgment, or adjudication against B Creative Studio related to or arising from (a) any photographs, illustrations, graphics, audio clips, video clips, text, data or any other information, content, display, or material (whether written, graphic, sound, or otherwise) provided by Customer to B Creative Studio (the “Customer Content”), or (b) a claim that B Creative Studio’s use of the Customer Content infringes the intellectual property rights of a third party. To qualify for such defence and payment, B Creative Studio must: (i) give Customer prompt written notice of a claim; and (ii) allow Customer to control, and fully cooperate with Customer in, the defense and all related negotiations.

8. Limited liability – in no event shall B Creative Studio be liable to customer for any indirect, special, exemplary or consequential damages, including any implied warranty of merchantability or fitness for a particular purpose or implied warranties arising from course of dealing or course of performance, lost profits, whether or not foreseeable or alleged to be based on breach of warranty, contract, negligence or strict liability, arising under this agreement, loss of data, or any performance under this agreement, even if such party has been advised of the possibility of such damages and notwithstanding the failure of essential purpose of any limited remedy provided herein. There shall be no refunds. B Creative Studio makes no warranty of any kind, whether express or implied, with regard to any third party products, third party content or any software, equipment, or hardware obtained from third parties.

9. Customer representations – customer makes the following representations and warranties for the benefit of B Creative Studio: Customer represents to B Creative Studio and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to B Creative Studio are owned by customer, or that customer has permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend B Creative Studio and its subcontractors from any claim or suit arising from the use of such elements furnished by customer.

Customer guarantees to B Creative Studio and unconditionally guarantees that customer’s website has not been compromised, hacked, or otherwise defaced or infected prior to ordering Website Maintenance Plan.

10. Confidentiality – the parties agree to hold each other’s proprietary or confidential information in strict confidence. “Proprietary or confidential information” shall include, but is not limited to, written or oral contracts, trade secrets, know-how, business methods, business policies, memoranda, reports, records, computer retained information, notes, or financial information. Proprietary or confidential information shall not include any information which: (i) is or becomes generally known to the public by any means other than a breach of the obligations of the receiving party;
(ii) was previously known to the receiving party or rightly received by the receiving party from a third party; (iii) is independently developed by the receiving party; or (iv) is subject to disclosure under court order or other lawful process. The parties agree not to make each other’s proprietary or confidential information available in any form to any third party or to use each other’s proprietary or confidential information for any purpose other than as specified in this agreement. Each party’s proprietary or confidential information shall remain the sole and exclusive property of that party. The parties agree that in the event of use or disclosure by the other party other than as specifically provided for in this agreement, the non-disclosing
party may be entitled to equitable relief. Notwithstanding termination or expiration of this agreement, B Creative Studio and customer acknowledge and agree that their obligations of confidentiality with respect to proprietary or confidential information shall continue in effect for a total period of three
(3) years from the effective date.

11. Force majeure – neither party will be liable for, or will be considered to be in breach of or default under this agreement on account of, any delay or failure to perform as required by this agreement as a result of any causes or conditions that are beyond such party’s reasonable control and that such party is unable to overcome through the exercise of commercially reasonable diligence. If any force majeure event occurs, the affected party will give prompt written notice to the other party and will use commercially reasonable efforts to minimise the impact of the event.

12. Jurisdiction/disputes – this agreement shall be governed in accordance with the laws of the state of Queensland. All disputes under this agreement shall be resolved by litigation in the courts of the state of Queensland, and the parties all consent to the jurisdiction of such courts, agree to accept service of process by mail, and hereby waive any jurisdictional or venue defences otherwise available to it.

13. Assignability – customer may not assign this agreement or the rights and obligations thereunder to any third party without the prior express written approval of B Creative Studio. B Creative Studio reserves the right to assign subcontractors as needed to this project to ensure on-time completion.

14. Waiver – no waiver by either party of any default shall be deemed as a waiver of prior or subsequent default of the same of other provisions of this agreement.

15. Severability – If any section of this Agreement is found to be invalid, illegal, or unenforceable, the rest of the Agreement will still be enforceable.