General Overview
These Terms & Conditions (“Terms”) constitute a legally binding agreement between the Client (“Client”) and Xmarx (“Service Provider”) governing the provision of website design, development, Website Care, hosting and related digital services.
By engaging Xmarx, the Client agrees to these Terms. They are intended to provide clarity, establish expectations and protect both parties throughout the duration of any project or ongoing service.
Definitions
For the purposes of these Terms:
- Client means the individual, organisation or business engaging Xmarx.
- Project means any agreed design, development, consulting or creative work.
- Website Care means Xmarx’s managed website service providing ongoing website management, monitoring and maintenance.
- Hosting Services means website hosting provided directly by Xmarx or through an approved third-party hosting provider.
- Variation means any work requested outside the agreed proposal or quotation.
Services
Xmarx provides professional digital and creative services including, but not limited to:
- Website Design & Development
- Website Hosting
- Website Care
- Logo & Brand Design
- Digital & Print Design
- Consulting & Strategy
- eCommerce Development
- Email Marketing
- Social Media Design
- Other services as agreed in writing.
Scope of Work
Each project is governed by an accepted proposal or quotation.
Only items specifically listed within the agreed scope are included.
Any additional functionality, content, revisions, meetings or requests outside the agreed scope will be treated as a variation and may incur additional charges.
Payments
Payment Structure
Projects may be invoiced using milestone payments, equal monthly instalments or another agreed structure as detailed within the proposal.
Payment Terms
Invoices must be paid within the payment terms shown on the invoice.
Work may not commence until the initial payment has been received.
Final files, website migrations or launch may be withheld until outstanding invoices have been paid.
Late Payments
Late payments may result in delays, suspension of work or suspension of ongoing services.
Revisions
Projects include the number of revision rounds specified within the proposal.
Additional revisions, changes after approval or significant changes in direction may be charged at Xmarx’s standard hourly rate.
Client Responsibilities
The Client agrees to:
- Provide required content and assets.
- Respond to approvals within a reasonable timeframe.
- Provide access to relevant third-party systems where required.
- Notify Xmarx of changes that may affect the project.
Delays caused by missing information or approvals may result in revised timelines or additional costs.
Project Inactivity
Projects inactive for more than thirty (30) days may be paused.
Projects inactive for ninety (90) days may be removed from the active schedule and require reassessment before recommencing.
Projects inactive for one hundred and eighty (180) days may be considered closed and may require a new quotation.
Variations
Any work outside the agreed project scope may incur additional charges.
This includes additional meetings, consultation, revisions, project management, new functionality and recommendations arising from Website Care that fall outside the agreed service.
Hosting Services
Hosting is provided using trusted third-party infrastructure including Elementor Hosting and Google Cloud technologies.
Hosting services may include:
- Secure hosting
- SSL certificates
- CDN services
- Backup services
- Performance optimisation
- DNS assistance where applicable
Hosting services remain subject to the availability and terms of the relevant hosting provider.
Website Hosting and Website Care are separate services and may be purchased independently.
Website Care
Website Care is a proactive website management service designed to assist in maintaining the ongoing health, reliability and operation of a website.
Where Website Care has been engaged, Xmarx will apply reasonable skill, care and professional judgement to manage the website in accordance with current industry best practices.
Website Care may include:
- WordPress core updates
- Plugin updates
- Theme updates
- Website health reviews
- Uptime monitoring
- Backup verification
- Vulnerability monitoring
- Website hardening
- Compatibility reviews
- Performance reviews
- Website housekeeping
- Assessment and response to significant software vulnerabilities where appropriate
Website Care activities are determined using professional judgement and may vary depending on the website, hosting environment, software configuration and emerging technical requirements.
Where significant vulnerabilities or platform issues arise outside the normal maintenance cycle, Xmarx may assess the impact and take appropriate action where considered necessary.
Limitations of Website Care
Website Care is a managed website service and is not a cyber security service.
While every reasonable effort is made to reduce operational and security risks, no website can be guaranteed to be completely secure, continuously available or free from faults.
Xmarx does not guarantee protection from:
- Cyber attacks
- Malware
- Security vulnerabilities
- Data loss
- Third-party software failures
- Hosting outages
- Internet outages
- Events beyond reasonable control
Where backups are provided by hosting providers or third-party services, Xmarx may verify their availability but cannot guarantee the successful restoration or integrity of every backup.
Where another organisation provides cyber security, managed IT services or other technical management, Xmarx will use reasonable efforts to coordinate changes but accepts no responsibility for third-party actions or configuration.
Privacy & Data
The Client remains responsible for complying with applicable privacy legislation, including the Australian Privacy Act and GDPR where applicable.
Xmarx does not provide legal advice regarding privacy or regulatory compliance.
Suspension of Services
Xmarx reserves the right to suspend services where:
- Payments remain overdue.
- The Client becomes unresponsive.
- A project enters inactivity.
- Continued provision of services would expose Xmarx to unreasonable operational or commercial risk.
Termination
Either party may terminate services in writing.
Upon termination:
- Work completed to the date of termination remains payable.
- Outstanding invoices must be paid before handover.
- Hosting and Website Care services will cease unless otherwise agreed.
Confidentiality
Both parties agree to maintain the confidentiality of commercially sensitive information obtained throughout the engagement.
Intellectual Property
Unless otherwise agreed in writing, intellectual property in completed work transfers to the Client upon full payment of all outstanding invoices.
Xmarx retains ownership of its processes, methodologies, development techniques, templates, internal systems and pre-existing intellectual property.
Third-party software, plugins, themes, fonts and licensed assets remain subject to their respective licence agreements.
Dispute Resolution
These Terms are governed by the laws of Victoria, Australia.
Both parties agree to make reasonable efforts to resolve disputes through discussion or mediation before commencing legal proceedings.
Force Majeure
Xmarx is not liable for delays or failure to perform its obligations where those delays result from events beyond its reasonable control, including natural disasters, cyber incidents, internet outages, hosting failures, government action or third-party service interruptions.
Portfolio Use
Unless otherwise agreed in writing, Xmarx reserves the right to display completed work within its portfolio, case studies and promotional material.
Entire Agreement
These Terms & Conditions constitute the entire agreement between the Client and Xmarx and supersede all previous discussions or agreements relating to the services provided.
Where explanatory documents, including the Xmarx Website Care Guide, are supplied to assist the Client in understanding a service, those documents are provided for informational purposes only. In the event of any inconsistency, these Terms & Conditions prevail.
