Welcome to Naphix Pty Ltd, trading as WP Creative (ABN 65 610 345 198). When you choose us for your website services, you’re entering into an agreement with us, henceforth referred to as the “Service Provider”. We will collectively refer to you, our esteemed client, and us as the “Parties”. This document, together with the Proposal we provide, forms the complete agreement that outlines the services we’ll be providing to you.
Overview of Services
1. Website Project
Our “Website Project” includes designing new websites, redesigning your existing website, custom WordPress development, eCommerce store creation, and building one-off projects.
1.1 Design
Our job is to create an exceptional design for your website. We’ll do this by creating static visuals/mockups, that will guide the look and feel of your site – think colour, texture, and typography – for the key pages as outlined in our proposal. If you need more pages designed, we can do this for an additional cost per unique design template.
We offer two rounds of revisions in the design phase unless we’ve agreed to something different. If at any point you’re not happy with where things are heading, you can choose to pay for what we’ve done so far and then decide to end the contract.
1.2 Content Development and Insertion
Usually, the creation or insertion of any text copy isn’t included in our initial contract, unless we’ve specifically mentioned it in the proposal. But don’t worry, if you need us to create new content, insert text, or even migrate content from your existing site, just let us know! We’ll include these services in your cost estimate.
1.3 Image Procurement
You’ll need to send us any graphic files in an editable, vector digital format, and photographs should be in high-resolution digital format. If you need help finding the right images, we can suggest some great stock libraries and the types of photography/images that will work best. If you need us to search for or edit photographs for you, we can provide a separate cost estimate. Please note that the cost of buying stock photographs or arranging a photo shoot is not included in our initial proposal.
1.4 Browser Compatibility Testing
We test all our websites to make sure they look great and work well on different browsers and devices. We don’t try to make a website look exactly the same on all browsers or devices because they all have different capabilities. Instead, we ensure that your website will provide an optimal experience for each visitor, no matter their browser or device. We design and test for functionality on the latest versions of Chrome, Safari, Mozilla Firefox, Microsoft Edge, Mobile Safari for iPhone and iPad, and the default browser on the latest version of Android OS.
1.5 Web Hosting Support
Web hosting solutions aren’t included in our services. We’re happy to help get your website up and running on your server, and if you need it, we can recommend some excellent web hosting companies.
In the event of hosting issues, we can communicate directly with your web hosting company to address the issue; this will be accounted for in your billing hours.
1.6 Changes and Revisions
We understand that ideas evolve, and you shouldn’t be restricted to your first ones. That’s why we’ve adopted a flexible approach rather than fixed-price contracts. The initial cost is based on our estimate to achieve everything you’ve described, but we’re open to changes. If you want to add or modify something, just let us know! We’ll provide a separate estimate for the additional work.
1.7 Errors
As much as we strive for perfection, we’re only humans, and errors can happen. We can’t guarantee that your website will always be error-free, and so we can’t be held liable for any damages, including lost profits, savings, or any other incidental, consequential, or special damages arising from the operation of or inability to operate your website or any other web pages, even if you’ve informed us about such possibilities.
1.8 Warranty Period
We provide a warranty period of 4 weeks after your website is live and fully tested. During this period, we’ll fix all defects in the website, whether by repair or modification, based on your requirements.
1.9 Ad-hoc Support
Our commitment to ensuring your website’s maintenance, updates, and security extends beyond the warranty period through our Website Care Plans.
However, please note that our ad-hoc technical support services are exclusive to subscribers of these plans. In the event that your Website Care Plan is not currently active with us, we must inform you that we cannot provide emergency assistance or guarantee the security and seamless operation of your website.
1.10 Project Timeline
We’ll do our best to complete the project within the timeline discussed before starting work. However, this is based on the assumption that we’ll receive your payments, input, and sign-offs within 2 working days. If there’s a delay in the sign-off, the project timeline will be extended accordingly. We genuinely aim to stick to the estimated timeline, but please understand that it’s an estimate, not a guarantee.
1.11 Terms of Payment
As a small business, we trust you appreciate the significance of timely invoice payments. It’s crucial for our mutual success that you adhere to the agreed-upon payment schedule as detailed below.
- 50% deposit upfront.
- 30% after the website design is completed and delivered for User Acceptance Testing (UAT).
- 20% balance once the website has been tested and everyone agrees it is ready to go live.
1.11.1 Inactive Projects
Projects remaining inactive for over 45 days may incur a reactivation fee at our discretion, though an invoice for completed work up to that point will be issued. We can only offer a partial refund if no work has commenced. For monthly maintenance and SEO services, our preferred method of transaction is Direct Debit.
At the month’s beginning, we’ll send an invoice for the continuing maintenance work, including a link to set up a Direct Debit via our preferred payment platform, Go Cardless.
1.11.2 Refunds, Non-payments, and Collection Costs
Partial refunds are only possible if no work has been initiated. Please be aware that ‘Research and Scoping’ for any assigned task are billable and form part of your budgeted hours.
1.12 Term and Termination
1.12.1 Period of Agreement and Notice of Termination
This agreement takes effect when you sign it and continues until either party terminates it by giving at least 7 days’ written notice.
1.12.2 Termination without Cause
Either party can terminate the Website Project agreement at any time by providing a written request with 7 days’ notice. The agreement also ends if both parties agree to terminate it or enter into a new agreement. It will also automatically end once the obligations outlined in this agreement are fulfilled. However, either party may terminate this agreement immediately under certain conditions, such as insolvency or material breach of payment obligations.
Upon termination, we’ll provide you with all project-related documents, codes, access, and other information.
1.12.3 After Termination
Unless otherwise agreed, after termination:
a) You must:
i) Pay all outstanding balances of properly submitted invoices up to the termination date.
ii) Pay for all services reasonably incurred for the development up to the termination date.
b) We must:
i) Upon receipt of payment, provide a copy of the platform as it existed at the termination date.
ii) Ensure a complete and smooth handover of all project-related work to you.
1.12.4 Payment for Non-Cancelable Materials
You’re responsible for any non-cancelable materials or services we’ve committed to purchasing for you. We’ll try our best to minimise these costs once we receive your written notification.
1.12.5 Materials Unpaid For
If there are any materials or services we’ve provided that you haven’t fully paid for, you agree not to use them until full payment is made.
1.12.6 Transfer of Materials
Upon termination of this agreement, and assuming there’s no outstanding amount owed by you, we’ll transfer all your property and materials in our possession or control back to you. You’ll need to cover the costs associated with this transfer.
2. Website Care Plan
Our Website Care Plan includes a monthly subscription for WordPress maintenance and technical support, designed to keep your site performing at its best.
2.1 Point of Contact
Your main point of contact will be an assigned Project Manager, reachable via phone or email. We aim to respond to all inquiries within 24 hours.
2.2 Support Hours
Our technical team is located in Kathmandu, Nepal, while our head office is in Sydney, NSW. Our technical team operates from Monday to Friday, from 10:15 am to 7:15 pm AEST, and we are closed on weekends and public holidays observed in New South Wales. If our services are unavailable for any other reason, we’ll endeavour to notify you via email.
2.3 Service Levels
While we plan all our work in monthly sprints, we’ve established specific service levels for emergency situations.
| Priority Definition | Acknowledgement | Resolution |
| P1 – Urgent Issue / Highest Priority– website unavailable | 1 hour | 4 hours |
| P2 – Important Issue / High Priority– partial website functionality isunavailable or a fix is required for a bug. | 4 hours | 1 day |
2.31 Response Time
If it’s not a critical issue or an emergency, our goal is to acknowledge all support requests within 24 hours on business days. If a request is made outside of business hours, we will respond on the next business day.
2.4 Resolution Time
Our team understands the importance of your website to your business operations, and we strive to resolve problems and complete tasks as swiftly as possible. We provide estimated resolution times for each task; however, please note that these aren’t guaranteed due to the varying nature and causes of issues that may arise. Regardless, we’re committed to keeping you updated on our progress throughout any service event. These updates are typically sent via email or phone communication between your Project Manager and you.
2.5 Downtime
In the event of any downtime, we will liaise with your web hosting provider to resolve the issue, even though we are not responsible for the downtime. That said, we will monitor for any downtime and coordinate with them when necessary. And we will do our utmost to ensure that the downtime is minimised.
2.6 Emergency Support
In the case of emergencies (e.g., your website is down or something is broken), your Project Manager will prioritise your issue. While we don’t offer round-the-clock support, we will respond to emergencies as swiftly as possible within our business hours.
2.7 Regular Updates
Part of our commitment to providing quality service includes regularly updating you on the progress of your tasks and the status of any issues. We will provide these updates via Trello, or email, or phone communication.
By providing clear and timely communication, we aim to make our working relationship as transparent and efficient as possible.
2.8 Staging Server and Process
For every project, we create a staging server. All tasks, issues, and routine maintenance are performed on this server. After thorough testing by our Quality Assurance team and review by the Project Manager, we’ll send it to you for approval. Once approved, we’ll implement the changes on your live website.
2.9 Hours Tracking
We use the Zoho Project Management tool and time tracker to record the hours spent on each task. You can request a timesheet with your PM if you want to review your budget and expenses, as well as a monthly report detailing the work completed and time spent on each task.
2.10 Monthly Sprints
We operate on a Monthly Sprint model, where we plan all tasks at the beginning of each month to ensure timely delivery and meet your quality standards. At the commencement of each monthly cycle, we request a comprehensive list of your priorities. By incorporating these items into our backlog, we can better manage task execution. We discourage the assignment of ad-hoc tasks midway through the month to maintain our focus on the predefined priorities and ensure timely completion.
If you have a shortage of tasks to match your monthly budgeted hours, please speak with your project manager. We offer additional add-ons such as Technical SEO fixes, Security audits, and Performance optimisation to help grow your business.
2.11 Estimate
We strive to provide a high-level estimate as accurately as possible based on our initial assessment of your websites. Please note, however, that this is an estimate and actual work hours may vary. In the event of unanticipated issues or challenges, further time may be required. Should such situations arise, we will promptly communicate with you to propose alternative solutions that align with your budget.
2.12 Hours Rollover
Our Monthly Sprint model necessitates planning at the start of the month, derived from your priorities and the number of budgeted hours. Hence, all hours allocated for the month should ideally be planned in advance, negating the need for hours rollover. This procedure aids our team in advanced resource planning and assures timely delivery.
However, if for any reason you have unused hours left over from your monthly plan, they will carry over to the following month with no expiration date.
Please note, all accumulated hours will be forfeited if the contract is terminated or paused, i.e., if the recurring payment fails to process.
2.13 Additional Work
If a task requires more than the allocated hours, we’ll notify you. After that, you can choose to:
- If it’s not urgent, schedule it for the upcoming months.
- upgrade your monthly plan to accommodate the additional hours
- purchase time blocks of 20, 30 or 50 hours.
2.14 Billable and Non-billable Hours
To track and manage the hours our team spent working on your project, we use Zoho Project management software. It’s important to note that all work completed, whether it be fixing errors or conducting in-depth research for your plugin, will be considered billable hours.
Here are some examples of what’s considered billable and non-billable:
Billable activities:
- Actual work on the project
- Project management and planning
- Quality assurance testing, revisions, and fixes
- Client communications (emails, phone calls, Zoom meetings)
- Estimating for new tasks
- Reviews or audits of API, integration, and dev documentation relating to specific client-raised tasks/plugins/themes
- Project-specific research
Non-billable activities:
- Internal team meetings
- Administrative tasks (paperwork, filing, invoicing)
- Internal education and training unrelated to the project
If you’re unsure about what’s billable or non-billable, please consult with your project manager.
2.15 Web Hosting and Email
As we don’t offer web and email hosting services, you’ll need to arrange hosting for your website with another provider.
In the event of downtime, your hosting provider will be responsible for the resolution. It’s important to remember that third-party companies, such as your hosting provider, are independent entities. While WP Creative can’t be held responsible for any delays or downtime on your website due to these third parties, we will do our best to mitigate such instances as soon as we’re made aware of them.
2.16 Terms of Payment
Our Website Care Plan is a monthly service, designed to provide continuous support for your website. To facilitate a smooth and uninterrupted service, we require the complete payment to be made upfront at the start of each month. Your promptness in settling these invoices contributes significantly to our shared success.
2.17 Term and Termination
2.17.1 Period of Agreement
This agreement operates on a month-to-month basis, automatically renewing and continuing indefinitely each month until it’s terminated by either party with at least 30 days’ notice in writing. In essence, you’re required to give 30 days’ notice before the agreement’s expiration to prevent automatic renewal.
2.17.2 Termination without Cause
Either party can terminate Website Care Plans at any point, provided they give the other party 30 days’ notice in writing.
2.17.3 Payment for Non-Cancellable Materials
Any non-cancellable materials or services that we’ve committed to purchase on your behalf — whether specific items or parts of a plan like modules, photography, or external services — must be paid for by you in line with the terms of this Agreement. If you give us written notice to minimise such liabilities, we’ll do our best to do so and will provide written proof, if requested, that these materials and services are non-cancellable.
2.17.4 Materials Unpaid For
In the event of termination, if there are any materials provided by us or services performed by us that haven’t been paid for in full, you agree not to use any such materials, either in part or whole, or the product of such services, until you’ve paid us in full.
2.17.5 Transfer of Materials
Upon termination of this agreement, and assuming there’s no outstanding amount owed by you, we’ll transfer all your property and materials in our possession or control back to you. You’ll need to cover the costs associated with this transfer.
3. SEO Services
Our “SEO Services” includes performing website audits, building an SEO roadmap, optimising the website for search engines, targeting relevant keywords, and implementing an SEO strategy to improve brand visibility, and drive organic traffic and sales.
3.1 Consulting Relationship
We’re committed to delivering the SEO services listed in your proposal. Rest assured, we have the proven expertise, extensive experience, and abilities to execute these services to meet and exceed your expectations. To achieve this, we acknowledge the importance of your active participation and input at every stage. The mutual success of this venture relies on our combined efforts, as we work together to enhance your brand’s digital presence, increase organic traffic, and ultimately, drive sales.
3.2 Independent Contractor
Our relationship with you is that of an independent contractor, not an employee.
3.3 No Authority to Bind Customer
We acknowledge and agree that we and our employees or subcontractors have no authority to enter into contracts that bind you or create obligations on your part without your prior written authorisation.
3.4 No Benefits
We acknowledge and agree that we and our employees or subcontractors are not eligible for any employee benefits from you.
3.5 Method of Provision of Services
We are solely responsible for determining the method, details, and means of performing the Services. We may employ or engage other employees or subcontractors at our own expense to perform the Services, provided they adhere to Sections 9 and 10.
3.6 Terms of Payment
Our SEO Services is a monthly offering aimed at enhancing your website’s visibility and driving organic traffic. To ensure consistent progress and seamless delivery of services, we kindly request the total payment upfront at the commencement of each month. Your timely payments are integral to the successful implementation and effectiveness of our SEO strategies.
3.7 Term and Termination
This agreement operates on a month-to-month basis, automatically renewing and continuing indefinitely each month until it’s terminated by either party with at least 30 days’ notice in writing. In essence, you’re required to give 30 days’ notice before the agreement’s expiration to prevent automatic renewal.
3.8 Withholding; Indemnification
We are responsible for all applicable taxes, superannuation, and compliance with labour and employment requirements for ourselves and our employees. We agree to indemnify and hold you harmless from any liability or penalties arising from withholding taxes, superannuation, and labour or employment requirements concerning compensation paid to us or our employees.
3.9 Supervision of Services; Reports
All services provided by us, including but not limited to the Services, will be as agreed upon between us and your designated representative. You may request project plans, progress reports, and a final results report from us on a monthly basis.
4. General Terms
4.1 Jurisdiction
This Agreement is governed by and construed under the laws of New South Wales, Australia.
4.2 Declarations and Guarantees
Each party individually declares and guarantees they possess the authority to enter this Agreement and fulfil their obligations without infringing on any third-party legal or equitable rights.
4.3 Severability
If any provision of this Agreement is deemed illegal, invalid, or unenforceable under any present or future law, that provision will be fully severable. The Agreement will be interpreted and enforced as if the illegal, invalid, or unenforceable provision never existed, and the remaining Agreement provisions will continue with full force and effect.
4.4 Client Obligations for Copyright and Releases
You ensure that all elements of text, images, or other artwork you provide are either your property or you have been granted the rights to use them.
Copyright will be assigned as follows:
- You will own the visual elements we create for this project.
- We’ll provide you with source files and completed files that should be stored securely, as we’re not obliged to retain a copy.
You possess all rights to the text, images, and data you provided, unless they are owned by someone else.
4.5 Client Obligation for Accuracy
You hold responsibility for the accuracy, completeness, and appropriateness of your products and services information, which you provide to us verbally or in writing for this Agreement’s execution.
4.6 Third-Party Services and Recommendations
Understandably, we do not provide Marketing Services or Hosting Services as part of our offerings. However, we may suggest suitable third-party service providers based on our experience. Engaging with such providers will be your informed decision, and we assume no liability for their services. This extends to all referrals provided by us to you.
We can coordinate with your third-party agencies when necessary, but these services are billable and contribute towards your budgeted hours.
You also acknowledge that plugins, stock imagery, and content writing services are not offered by us. However, we can procure such materials on your behalf. Unless otherwise agreed in writing, the cost of these items is outside the service scope (also see 15- Payment for Non-Cancellable Materials).
4.7 Confidentiality
We acknowledge that during our engagement, we will have access to and become familiar with various trade secrets, inventions, innovations, processes, information, records, and specifications owned or licensed by you and/or used in your business operation.
We agree not to disclose any of the aforementioned, directly or indirectly, or use any of them in any way, either during the term of this Agreement or at any time thereafter, except as required during our engagement with you. All files, records, documents, blueprints, specifications, information, and other items related to your business, whether prepared by us or otherwise in our possession, shall remain your exclusive property.
We will not retain any copies of the aforementioned without your prior written permission. Upon the termination of this Agreement or whenever requested by you, we will immediately return all such files, records, documents, specifications, information, and other items in our possession or under our control. We further agree not to disclose our retention as an independent Service Provider or the terms of this Agreement without your prior written consent and shall preserve the confidentiality of our relationship with you and the services hereunder.
4.8 Amendments and Waivers
Any modification or amendment to this Agreement, or any waiver of any rights hereunder, shall be effective only if in writing and signed by the parties to this Agreement. No delay or failure to require the performance of any provision of this Agreement shall constitute a waiver of that provision as to that or any other instance.
4.9 Force Majeure
Neither Party will be liable for any delay or failure to perform as required by this Agreement due to any causes or conditions beyond their reasonable control and that they are unable to overcome through commercially reasonable diligence. If any force majeure event occurs, the affected Party will promptly notify the other Party and will make commercially reasonable efforts to minimize the impact of the event.
4.10 Reference
You hereby grant us the right to reference your Name and/or Logo on our websites and brochures for marketing purposes.
4.11 Entire Agreement
This document constitutes the entire agreement between the parties, and no oral statements, representations, or prior written matters not included in this document shall hold any force or effect. Modifications to this Agreement are valid only if made in writing and signed by both parties.