Terms and Conditions

Terms & Conditions — Smart Web Solutions

Effective date: 16 January 2026

These Terms & Conditions apply to all work and services supplied by Smart Web Solutions (“we”, “us”, “our”) to you (“Client”, “you”, “your”). Together with any proposal, quote, email scope confirmation, statement of work, and/or invoice (each a Scope Document), these Terms form the agreement between us (Agreement).

If there is any conflict between these Terms and a Scope Document, the Scope Document prevails to the extent of the inconsistency.

 

1) Definitions

Services means any services we provide, including (without limitation): website design & development, website management/maintenance, patching/updates/backups, website hosting and monitoring, domain registration/renewals, DNS management, content writing/publishing, SEO (local & organic), keyword research/consulting, Google Business Profile (GBP) management, Google Ads management, monthly reporting, review management, AI monitoring for brand/visibility, and review QR system setup/installation.

Deliverables means the outputs described in the Scope Document.

Third-Party Services means any external platforms, providers, tools or products we do not control (e.g. Google Ads, Google Business Profile, GA4, Search Console, Looker Studio, hosting providers, domain registrars, plugins/themes, CRMs, email providers, payment gateways, stock image/font providers).

Business Day means Monday to Friday excluding public holidays in New South Wales.

Confidential Information means information that is confidential by nature or designated as confidential, including business, marketing, financial and technical information, logins, and customer data, but excluding information that is public through no fault of the receiving party.

 

2) Scope of Services

2.1 We will provide the Services and Deliverables as described in your Scope Document.
2.2 Anything not expressly included in the Scope Document is out of scope and may require a separate quote.
2.3 We may recommend improvements or additional work from time to time. Recommendations are not included unless confirmed in writing.
2.4 Unless expressly stated in a Scope Document, we do not provide legal, accounting, financial, or compliance advice.

 

3) Acceptance / instructions to commence

You accept this Agreement when you do any of the following:

• sign or approve a proposal/Scope Document; or
• reply confirming scope by email/message; or
• pay a deposit or invoice; or
• instruct us to commence work (verbally or in writing).

4) Fees, deposits, retainers & payment

4.1 Project work (websites / setup work): Unless stated otherwise, a 50% deposit is payable before work starts, with the remaining 50% payable at completion (or at agreed milestones).
4.2 Monthly retainers: Retainers are billed in advance on a monthly cycle (unless otherwise agreed in writing).
4.3 Payment terms: Payment is due as shown on the invoice. If an invoice is overdue, we may pause or withhold Services in accordance with clause 26.
4.4 Disputed invoices: You must notify us of any invoice dispute within 7 days of invoice issue, identifying the reason and amount disputed. You must pay any undisputed portion on time.
4.5 Late payment / recovery: If an invoice is overdue, we may charge reasonable administration costs and recover reasonable costs of collection (where permitted).
4.6 GST: Unless stated otherwise, prices are in AUD and exclusive of GST (where applicable).

 

5) Client responsibilities

To enable us to deliver the Services properly, you agree to:

• Provide timely access to required accounts and assets (e.g. WordPress, hosting, registrar/DNS, GA4/GSC/GTM, Google Ads, GBP, email/CRM, relevant logins).
• Keep billing details current for Third-Party Services you control (e.g. Ads billing, domains, tools, plugins).
• Provide content, approvals, and feedback within reasonable timeframes.
• Appoint a single point of contact (or clear approval process) and ensure that person has authority to approve work and spend.
• Ensure all information you provide is accurate and that you have rights/permission to use all materials supplied (logos, images, copy, trademarks).
• Maintain secure handling of credentials, enable MFA where available, and promptly remove access for former staff/contractors.
• Review Deliverables and notify us of any issues during review periods (see clause 8).

 

6) Variations, change requests & additional work

6.1 We welcome revisions and change requests. However, significant changes or additions beyond the agreed Scope Document are treated as variations.
6.2 Variations may affect timeframes, budgets, and outcomes. We will quote variations where practical before proceeding.
6.3 Unless otherwise agreed, variation work is billed at $100 per hour (or another rate specified in your Scope Document).
6.4 We may require written approval before commencing variation work.

 

7) Timeframes, project delays & dependencies

7.1 Any timeframes we provide are estimates and depend on your cooperation, access, approvals, and content supply.
7.2 We are not liable for delays caused by you, your staff, third parties, or Third-Party Services.
7.3 Where you delay providing required materials/access/approvals, we may extend deadlines and invoice for work completed to date.

 

8) Approval, review periods & completion (project work)

8.1 When a project Deliverable is ready for review (e.g. website build stage / final site), we will notify you.
8.2 You must notify us in writing of any unsatisfactory points within 7 days of our notification.
8.3 If you do not notify us within the 7-day period, the Deliverable is deemed approved.
8.4 Once approved (or deemed approved), work cannot later be rejected, and any outstanding balance becomes due.

 

9) Rejected work (project work)

9.1 If you reject work within the 7-day review period, you must clearly state the reasons in writing.
9.2 We will use reasonable efforts to remedy legitimate issues that relate to the agreed Scope Document.
9.3 If we reasonably consider you have unreasonably rejected work or failed to approve after reasonable remediation, we may treat the contract as ended and recover payment for work completed and costs incurred.

 

10) Third-Party Services, tools & platform decisions

10.1 Many outcomes depend on Third-Party Services (Google products, hosting, plugins, registrars, etc.). These are outside our control and may change features, pricing, availability, policies, and visibility without notice.
10.2 You acknowledge that suspensions, policy actions, algorithm changes, outages, and product changes can occur even when best practice is followed.
10.3 We do not guarantee uninterrupted availability of Third-Party Services or any specific performance outcome.
10.4 Third-Party Services may impose their own terms. You are responsible for complying with them and for maintaining accounts in good standing (including payment methods and required identity verifications).

 

11) SEO services (local + organic)

11.1 SEO is provided on a best-endeavours basis. We do not guarantee rankings, traffic, leads, or revenue.
11.2 Results vary due to factors including algorithms, competitor activity, site history, technical constraints, approvals/timeframes, and Third-Party Services.
11.3 If you or other providers change the website, hosting, tracking, content, or settings without our involvement, outcomes may be impacted and remediation may be billable.

 

12) Google Business Profile (GBP) management

12.1 We follow best practice and platform guidelines; however, Google controls GBP visibility and enforcement.
12.2 We do not guarantee map rankings, reinstatement outcomes, removal of reviews, or protection against suspensions/limitations.
12.3 You remain responsible for the accuracy and legality of business information and claims published.

 

13) Google Ads management

13.1 Unless otherwise agreed, ad spend is billed by Google directly to you. Our fees cover management services only.
13.2 We do not guarantee leads, cost per lead, conversions, ROAS, revenue, or profit. Performance varies due to auction dynamics, competition, landing pages, conversion tracking, seasonality, and policy changes.
13.3 You are responsible for the legality and compliance of products/services and claims in ads and landing pages.
13.4 We will seek written confirmation before material budget increases or major strategy shifts where practical.
13.5 Unless expressly included, landing page development, creative production, and complex tracking/attribution work is out of scope.

 

14) Reporting (GA4/GSC/GBP/Ads/Looker etc.)

14.1 Reports are based on data available from Third-Party Services at the time of reporting. Tracking configuration, attribution changes, outages, consent settings, and platform limitations can affect accuracy.
14.2 Unless specifically scoped, reporting is not a forensic audit.
14.3 You acknowledge that decisions made from reports remain your responsibility.

 

15) Content writing, publishing & AI

15.1 If content writing is included, you must review and approve content before publication (or confirm delegated publishing authority).
15.2 You are responsible for verifying factual accuracy and legal compliance of business claims, especially for regulated or sensitive topics.
15.3 We may use AI-assisted tools as part of drafting, editing, summarising, or monitoring unless you opt out in writing. You remain responsible for final approval.
15.4 Where you delegate publishing authority, you authorise us to publish content and make edits consistent with the agreed scope and brand voice.

 

16) Review management (including review QR systems)

16.1 We provide guidance, workflows, and (where agreed) drafting for review replies and review request processes.
16.2 We do not guarantee review removal, moderation outcomes, or specific review volumes.
16.3 We do not provide or support fake reviews or prohibited incentives.
16.4 Where you instruct us to publish or respond to reviews on your behalf, you remain responsible for the factual accuracy of statements made about your business.

 

17) Hosting, maintenance, updates, backups & security

17.1 If hosting and/or maintenance is included in your Scope Document, we will provide the level of support described (e.g. monitoring, backup frequency, update cadence, support hours).
17.2 No system is immune from outages, vulnerabilities, or compromise. We do not guarantee uninterrupted availability or that the website will be free from security incidents.
17.3 If backups are included, we will use reasonable efforts to maintain them; however, you acknowledge backups can fail and you should keep independent copies of critical business information.
17.4 Unless expressly included, malware cleanup, disaster recovery, advanced performance optimisation, and after-hours emergency response are out of scope.
17.5 You agree to enable MFA where available and notify us promptly if you suspect compromised access.
17.6 You are responsible for maintaining secure devices and email accounts used to access Services. We are not liable for loss arising from compromise of your email, devices, or credentials not caused by our breach of this Agreement.

 

18) Domain registration/renewals & DNS management

18.1 Domain ownership should remain in your name wherever possible.
18.2 If we assist with renewals and DNS, you must keep registrar billing current. We will use reasonable efforts to manage renewals where we have access, but we are not liable for registrar failures, payment declines, or third-party outages.
18.3 DNS changes can cause interruption to websites and email. We will seek written approval for major DNS changes where practical.
18.4 You acknowledge that domain transfers, registrar locks, and verification checks may be required by registrars and are outside our control.

 

19) Additional expenses & pass-through costs

19.1 You agree to reimburse us for requested expenses not included in our fees, including (without limitation): third-party software/tools, plugins/themes, templates, stock images/fonts, domain registration, hosting, and comparable expenses.
19.2 Third-party purchases are generally non-refundable once ordered/activated.
19.3 Where third-party costs are billed directly by the provider to you (e.g. Google Ads spend), you remain responsible for those amounts regardless of performance.

 

20) Marketing, spam & consent compliance

20.1 If we send marketing messages (email/SMS/DM) or assist with review requests on your behalf, you warrant that you have obtained any required consents and will comply with applicable laws and platform policies.
20.2 You are responsible for the lawfulness of your contact lists, offers, and claims.
20.3 Where the sending method supports it, unsubscribe/opt-out mechanisms will be used.
20.4 You indemnify us for claims arising from your instructions or materials that breach marketing/spam laws or platform policies, except to the extent caused by our negligence or breach.

 

21) Privacy & data

21.1 Each party must comply with applicable privacy laws.
21.2 We may handle personal information (such as enquiry data) only to the extent reasonably required to deliver the Services.
21.3 You authorise us to access and process data within your accounts as needed to deliver the Services.
21.4 You remain responsible for notices/consents you provide to your customers and for your own privacy policy and practices.
21.5 If a data incident occurs that may affect your accounts or data, you agree to cooperate reasonably with investigation and remediation steps.
21.6 We handle personal information in accordance with our Privacy Policy (as updated from time to time). By engaging us, you acknowledge you have read and understood the Privacy Policy.

 

22) Intellectual property (IP), licensing & portfolio use

22.1 You retain ownership of your pre-existing IP and materials.
22.2 You warrant you have rights to all materials supplied and indemnify us against claims arising from those materials (see clause 24).
22.3 Once you have paid us in full, we grant you a licence to use the Deliverables for your business, subject to third-party licence terms.
22.4 We retain ownership of our templates, methods, know-how, systems, and reusable components.
22.5 Unless you request otherwise in writing, you grant us permission to display non-confidential work in our portfolio/case studies.

 

23) Confidentiality

23.1 Each party must keep the other’s Confidential Information confidential and use it only to perform obligations under this Agreement.
23.2 We may disclose Confidential Information to subcontractors and suppliers as needed to deliver the Services, provided they are bound by confidentiality obligations.
23.3 Confidentiality obligations do not apply to information required to be disclosed by law.

 

24) Indemnity (client materials + instructions)

You indemnify and hold us harmless from claims, losses, damages, liabilities, and reasonable costs arising from:

• materials you supply (copy, images, trademarks);
• instructions you provide (including claims made in ads/content); or
• your breach of laws or platform policies;
  except to the extent caused by our negligence or breach of this Agreement.

 

25) Consequential loss

To the maximum extent permitted by law, we are not liable for indirect, special, or consequential loss, including (without limitation) loss of profit, loss of revenue, loss of data, loss of goodwill, or business interruption.

 

26) Limitation of liability and Australian Consumer Law

26.1 Nothing in this Agreement excludes, restricts, or modifies any consumer guarantee, right, or remedy that cannot be excluded under the Australian Consumer Law or other applicable law.
26.2 To the maximum extent permitted by law, our total aggregate liability arising out of or in connection with the Services is limited to the greater of (a) the fees you paid to us in the preceding three (3) months, and (b) AUD $5,000, and in any event is capped at AUD $25,000.
26.3 Where liability cannot be excluded under applicable law, and where permitted, our liability is limited (at our option) to resupplying the Services or paying the cost of having the Services resupplied.
26.4 This clause does not apply to the extent liability arises from fraud, wilful misconduct, or to the extent it cannot lawfully be limited.

 

27) Suspension of services

27.1 If an invoice is overdue, we may give you written notice and (unless there is an urgent security or policy risk) allow 7 days to remedy before suspending Services.
27.2 We may suspend Services immediately where we reasonably believe there is a security risk, suspected compromise, unlawful activity, or a platform/policy breach requiring urgent action.
27.3 During suspension, fees may continue to accrue for ongoing commitments and third-party costs.

 

28) Cancellation, termination & exit

28.1 Monthly services cancellation: Either party may cancel monthly Services with thirty (30) days’ written notice, unless a minimum term is stated in the Scope Document.
28.2 Retainers billed in advance: Fees paid in advance are non-refundable once the service period has commenced, except where required by law. If cancellation notice is given and the next billing period has not commenced, no further retainer will be charged after the notice period ends.
28.3 Termination for breach: Either party may terminate this Agreement by written notice if the other party commits a material breach and fails to remedy within 14 days of written notice.
28.4 Work completed + third-party costs: On cancellation/termination you must pay for work completed up to the effective end date plus any non-cancellable third-party costs and commitments.
28.5 Handover: After final payment, we will provide reasonable handover of agreed assets/credentials we hold that relate to your Services. If invoices are overdue, we may withhold handover until accounts are settled.
28.6 Access removal: On exit, you authorise us to remove our access and administrator permissions after handover (or sooner if required for security).

 

29) Backups (client responsibility where not included)

If backups are not included in your Scope Document, you are responsible for maintaining your own backups. We are not liable for restoring client data except to the extent loss arises from our negligent act or omission.

 

30) Cross-browser and device compatibility

We build websites using current, well-supported platforms and aim for compatibility with modern, supported browsers (e.g. current versions of Chrome, Safari, Edge, Firefox). Third-party extensions/plugins may not provide consistent support across all browsers/devices. Where appropriate, we will implement reasonable alternatives on a best-efforts basis.

 

31) E-commerce

If your website includes e-commerce functionality, you are responsible for complying with all relevant laws, taxes, consumer obligations, and payment provider requirements. To the maximum extent permitted by law, you indemnify us against claims arising from your e-commerce operations, except to the extent caused by our negligence.

 

32) Disputes

32.1 If a dispute arises, either party may give written notice describing the dispute.
32.2 The parties will attempt to resolve the dispute in good faith within 14 days.
32.3 If unresolved, either party may propose mediation (online or in NSW) before commencing court proceedings, except for urgent injunctive relief or debt recovery.

 

33) Force majeure

We are not liable for any delay or failure to perform our obligations to the extent caused by events beyond our reasonable control, including outages of Third-Party Services, natural disasters, acts of government, war, terrorism, industrial disputes, or major internet/telecommunications failures.

 

34) Relationship of the parties

We provide Services as an independent contractor. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship between the parties. You confirm the person instructing us has authority to bind you.

 

35) Notices

35.1 Notices under this Agreement must be in writing and may be sent by email to the primary contact email address last provided by the receiving party.
35.2 A notice is deemed received on the next Business Day after sending, unless the sender receives an error or bounce-back notification.

 

36) General

36.1 Entire agreement: This Agreement and any Scope Document constitute the entire agreement and supersede prior discussions or representations.
36.2 Amendments: Any amendment must be in writing and agreed by both parties.
36.3 Assignment: We may assign or novate this Agreement to a related entity or successor as part of a restructure or sale of business by giving written notice. You may not assign without our prior written consent (not to be unreasonably withheld).
36.4 Severability: If any provision is invalid or unenforceable, it will be read down or severed and the remainder continues in force.
36.5 Waiver: A waiver is only effective if in writing. Failure to enforce a right is not a waiver.

 

37) Governing law

This Agreement is governed by the laws of New South Wales, and the parties submit to the non-exclusive jurisdiction of the courts of New South Wales and the courts of the Commonwealth of Australia.