These Terms and Conditions are entered into by and between Amaryllis Quill (“Contractor”) and the client identified in the accompanying Proposal (“Client”).

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Together, the Proposal and these Terms and Conditions form the “Agreement”. The Contractor and Client may each be referred to as a “Party” and together as the “Parties”.

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1. Effective Date

This Agreement becomes effective when the Client accepts the Proposal or otherwise confirms acceptance of the Services in writing.

 

2. Services

Amaryllis Quill will provide the services described in the Proposal (“Services”) in accordance with the scope, inclusions and timeframe specified in the Proposal.

Where no specific timeframe is stated, the Services will be provided within a reasonable timeframe having regard to the nature of the Services and the Client’s cooperation and provision of required materials.

 

3. Client Cooperation

The Client acknowledges that the timely completion of the Services depends on the Client providing required information, content, approvals, access and materials (“Client Materials”) within the requested timeframes.

The Client is responsible for ensuring that Client Materials supplied to Amaryllis Quill are accurate, complete, lawful and suitable for use.

Where delays in receiving Client Materials, approvals or access affect the project, the project timeframe may be adjusted accordingly.

If a project is placed on hold due to Client delay, the project may be rescheduled based on Amaryllis Quill’s availability.

If a project remains inactive due to Client delay for more than 30 days, Amaryllis Quill may place the project on hold. Rescheduling will be subject to availability and may require a revised commencement date, scope or quotation where circumstances or pricing have changed.

 

4. Fees

The Client agrees to pay the fees specified in the Proposal (“Fees”).

Unless otherwise stated in the Proposal, Fees do not include:

• Wix subscription or hosting costs

• domain registration or renewal fees

• third-party applications or services

• paid stock imagery, fonts or other third-party resources

• taxes, where applicable

• additional work outside the agreed scope.

Any GST payable will be identified on the relevant invoice.

 

5. Proposals and Quotes

Proposals and quotes are valid for 14 days unless otherwise stated.

Acceptance of a Proposal confirms the Client’s agreement to the scope, pricing and terms contained in the Proposal and these Terms and Conditions.

 

6. Payment

Unless otherwise stated in the Proposal or Invoice:

Website Design and Redesign Projects

• 50% deposit is payable upon invoicing.

• The remaining 50% is payable 14 days from the agreed project commencement date.

• The website will not be transferred to the Client or made available for final handover until all outstanding amounts have been paid.

Ongoing Monitoring or Care Services

Invoices are payable upon invoicing unless otherwise stated.

Other Services

Payment is due upon invoicing unless otherwise stated.

Amaryllis Quill may pause Services where an invoice remains unpaid after its due date. Any resulting delay to the project or Services will not be the responsibility of Amaryllis Quill.

 

7. Changes and Additional Work

The Proposal sets out the agreed scope of Services.

Requests for additional pages, functionality, content, products, integrations, revisions or other work outside the agreed scope may incur additional fees.

Where practical, Amaryllis Quill will provide a revised quote or written approval request before commencing additional work.

Additional work may be charged at the current hourly rate where agreed.

Additional work or changes may also affect the project timeframe.

 

8. Out-of-Scope Work and Hourly Rate

Work outside the agreed scope may be quoted separately or charged at Amaryllis Quill’s current hourly rate.

The current standard rate is $85 per hour, with a minimum charge of one hour ($85).

Where additional work is required, Amaryllis Quill may provide a quote or estimate before commencing the work, where practical.

Where a different rate or minimum engagement applies, this will be stated in the Proposal or agreed in writing before the work commences.

 

9. Revisions

Website design and redesign projects include two (2) review rounds unless otherwise stated in the Proposal.

A review round may include a consolidated list of reasonable changes relating to the agreed scope.

Additional revisions, changes to previously approved content or design direction, or changes outside the agreed scope may incur additional fees.

 

10. Project Completion and Handover

The Client is responsible for reviewing the completed website and providing final approval.

Once the agreed Services have been completed and all outstanding invoices have been paid, Amaryllis Quill will complete the agreed handover or transfer process.

The Client is responsible for booking a Hand Over Consultation within 1 month of completion.

The Client is responsible for ensuring that their Wix account, domain, subscription, billing and associated services remain active following handover.

 

11. Wix, Domains and Third-Party Services

Amaryllis Quill builds websites using the Wix platform unless otherwise stated in the Proposal.

Wix subscriptions, domains, third-party applications and other external services are separate from Amaryllis Quill’s Services unless expressly included in the Proposal.

The Client is responsible for maintaining active subscriptions and paying applicable third-party charges.

Amaryllis Quill is not responsible for changes, outages, pricing, functionality, availability or policies imposed by Wix or third-party providers.

Where a third-party service is required, Amaryllis Quill may assist with setup or integration where included in the agreed scope. The ongoing operation and availability of that third-party service remains subject to the provider’s own terms and systems.

 

12. Website Hosting and Operation

A Wix website requires an active Wix subscription appropriate to its functionality.

The Client is responsible for maintaining the required Wix subscription and any associated domain or third-party service payments.

If required subscriptions or services expire, are cancelled or become unavailable, website functionality may be affected.

Amaryllis Quill is not responsible for disruption caused by the Client’s failure to maintain required subscriptions or services.

 

13. Search Engine Optimisation

Where SEO Services are included, Amaryllis Quill will undertake the agreed SEO setup and optimisation work described in the Proposal.

SEO Services do not guarantee specific search engine rankings, traffic levels, enquiries, sales or other business results.

Search engine results may be affected by factors outside the control of Amaryllis Quill, including search engine algorithms, competition, website history, industry conditions and changes to search engine policies.

 

14. Client Materials

The Client grants Amaryllis Quill permission to use Client Materials for the purpose of providing the Services.

The Client is responsible for ensuring that it has the necessary rights, licences and permissions to use all text, images, logos, photographs, videos, documents and other materials supplied to Amaryllis Quill.

The Client remains responsible for the accuracy and legality of Client Materials.

 

15. Intellectual Property

Unless otherwise stated in the Proposal, Client Materials remain the property of the Client or their respective owners.

Upon full payment, the Client may use the completed website and materials specifically created for the Client as part of the completed project.

Amaryllis Quill retains ownership of its pre-existing materials, processes, systems, templates, methods, know-how and reusable design resources.

Third-party materials, including Wix components, applications, fonts, stock imagery and other licensed resources, remain subject to the relevant third-party licence or terms.

 

16. Confidentiality

Both Parties agree to keep confidential information received from the other Party during the course of the Agreement confidential, except where disclosure is required by law or reasonably necessary to provide the Services.

 

17. Website Management and Care Services

Where Amaryllis Quill provides ongoing website management, monitoring or care services, the Services are limited to the inclusions stated in the applicable Proposal or Care Plan.

Amaryllis Quill builds and manages websites using the Wix platform. Wix is responsible for the underlying hosting infrastructure, servers, platform security, data infrastructure and system availability associated with the Wix platform.

Amaryllis Quill may monitor website performance, speed and agreed website settings as part of a Care Plan, but does not provide independent server management, cybersecurity, comprehensive backup services or control over Wix’s underlying infrastructure unless expressly stated in the Proposal.

Amaryllis Quill cannot guarantee uninterrupted website availability or protection from all security incidents, platform outages, technical failures or third-party service interruptions.

Care Plan Limitations

Nothing in this Agreement excludes, restricts or modifies any rights, guarantees or remedies that cannot lawfully be excluded, restricted or modified under the Australian Consumer Law or other applicable legislation.

To the extent permitted by law, Amaryllis Quill will not be liable for loss or damage arising from matters outside its reasonable control, including:

• Wix hosting or platform outages

• Wix system changes, bugs or technical failures

• third-party application or service interruptions

• changes to third-party platforms or services

• search engine algorithm or policy changes

• unauthorised access or changes made by the Client or another third party

• failures resulting from the Client’s account, subscription, domain or third-party services

• circumstances where the Client has not followed reasonable instructions provided by Amaryllis Quill.

Where a claim arises directly from Services provided by Amaryllis Quill, and to the extent permitted by law, Amaryllis Quill’s liability will be limited to the amount reasonably attributable to the Services giving rise to the claim.

Amaryllis Quill will not be liable for indirect or consequential loss, including loss of profits, revenue, business opportunity, goodwill or anticipated savings, to the extent permitted by law.

Nothing in this Agreement limits liability where doing so would be unlawful.

 

18. Third-Party Access

The Client is responsible for managing access granted to its Wix account, website and related services.

If the Client or another third party makes unauthorised or unapproved changes to the website, Amaryllis Quill is not responsible for resulting changes, errors, data loss or disruption.

Any work required to repair or restore a website following unauthorised or third-party changes may be charged separately.

 

19. Security and Backups

The Client is responsible for maintaining appropriate account security, passwords, access permissions and backups unless backup or security services are expressly included in the Proposal.

Amaryllis Quill does not guarantee that websites or data will be protected from all security incidents, unauthorised access, data loss or platform failures.

 

20. Website Close-Down Service

Where the Client engages Amaryllis Quill for a one-off Website Close-Down Service, the following additional terms apply.

 

20.1 Service and Fee

The Website Close-Down Service is a one-off Wix website close-down service provided by Amaryllis Quill to the Client.

The flat fee for the service is payable in full upfront before work begins.

The service is limited to the inclusions specified below.

 

20.2 Inclusions

Amaryllis Quill will undertake the following:

Single-Page Closure Notice

If Applicable; Convert the live website to a single, clean landing page announcing the business closure and thanking the local Mandurah community, using content agreed with the Client or supplied by the Client.

Form and Inbox Deactivation

Deactivate active website contact form submissions and relevant automated notifications associated with the closing website.

Data Export

Where the relevant Wix functionality permits, download a final copy of the Client's available historical Wix Contact List and form submission data and provide the export to the Client using an appropriate electronic delivery method.

The Client is responsible for reviewing, securely storing and retaining the exported information for any future legal, tax or business record requirements.

Subscription Deactivation

Where authorised by the Client, disconnect and unassign the applicable premium Wix subscription from the closing website in accordance with Wix's available platform functionality.

 

20.3 Premium Subscription Unassigning and Website State

By accepting the Website Close-Down Service, the Client expressly authorises Amaryllis Quill to unassign the applicable premium Wix subscription from the closing website.

Once the premium subscription is unassigned, the closing website may revert to a free and/or unpublished Wix website state, depending on Wix's platform functionality at the time.

The Client acknowledges that the website's historical backend data, media files and available Wix account information may remain associated with the Client's Wix account. Amaryllis Quill does not guarantee the continued availability of any particular Wix historical version, backup, revision history or platform feature.

The Client is responsible for retaining any information or materials they require before the close-down process is completed.

 

20.4 Remaining Wix Subscription Time

The Client acknowledges that Wix subscription cancellation, unassignment or changes to a premium plan may be subject to Wix's own terms, policies and available functionality.

Wix does not provide a pro-rata refund, credit or equivalent benefit to the Client for unused subscription time.

The Client authorises Amaryllis Quill, where technically available through its Wix Partner account or agency arrangements, to use any resulting agency-level credit or benefit associated with the unassigned subscription.

Any such credit or benefit may be used by Amaryllis Quill at its discretion, including to support local community group projects, regional non-profit organisations or Amaryllis Quill's internal operations.

To the extent permitted by Wix's terms and applicable law, the Client relinquishes any claim to such agency-level credit or benefit once the close-down service has been completed.

 

20.5 External Business Wind-Down Responsibilities

The Website Close-Down Service is limited to the Wix website environment.

The Client remains responsible for completing external business wind-down tasks, including:

Google Business Profile

The Client must log into its Google Business Profile and/or Google Maps listing and mark the establishment as permanently closed or otherwise manage the listing in accordance with Google's available options.

Domain Auto-Renewals

The Client is responsible for logging into its domain registrar, such as Wix Domains, GoDaddy or another provider, and managing domain auto-renewal, expiry or cancellation.

Email Hosting

The Client is responsible for cancelling any third-party email hosting services, including Google Workspace or Microsoft 365, after ensuring that any required emails and data have been archived.

Other Third-Party Services

The Client is responsible for cancelling or managing any other third-party subscriptions, applications, software, advertising accounts, payment services or online listings associated with the business.

Amaryllis Quill is not responsible for charges incurred through third-party services that are not included in the Website Close-Down Service.

 

20.6 Close-Down Service Limitations

The Client acknowledges that Amaryllis Quill's Website Close-Down Service is dependent on the functionality, availability and policies of Wix and any relevant third-party services.

Amaryllis Quill is not responsible for:

• Wix platform changes or limitations

• third-party service interruptions

• loss of access to external accounts managed by the Client

• domain expiry or loss

• email service interruption

• third-party subscription charges

• changes to search engine listings or online directories

• information that is no longer available through Wix or another third-party platform

• the Client's failure to retain information or complete external business wind-down tasks.

Nothing in this Agreement excludes, restricts or modifies any rights, guarantees or remedies that cannot lawfully be excluded, restricted or modified under the Australian Consumer Law or other applicable legislation.

To the extent permitted by law, where a claim arises directly from the Website Close-Down Service provided by Amaryllis Quill, the total aggregate liability of Amaryllis Quill under this service will be limited to the service fee paid by the Client.

Nothing in this Agreement limits liability where doing so would be unlawful.

 

21. Indemnity

To the extent permitted by law, the Client agrees to indemnify Amaryllis Quill against claims, losses or expenses arising from Client Materials or the Client's breach of this Agreement, except to the extent caused by the negligence, unlawful conduct or breach of the Agreement by Amaryllis Quill.

 

22. Affiliate Disclosure

Amaryllis Quill participates in the Wix Partner Program and may receive commissions, credits or other benefits from qualifying referrals.

This does not affect the pricing, recommendations or Services provided to the Client.

Any referral tracking associated with the Wix Partner Program is subject to Wix's systems and privacy practices.

 

23. Expenses

The Client agrees to reimburse reasonable expenses that have been approved by the Client in advance.

 

24. Termination

Termination for Cause

Either Party may terminate this Agreement if the other Party materially breaches the Agreement and fails to remedy the breach within 28 days of receiving written notice.

Termination Without Cause

Either Party may terminate the Agreement by providing 28 days' written notice.

If the Client terminates the Agreement, the Client remains responsible for payment for Services completed and approved expenses incurred up to the termination date.

Any deposit will be applied against work completed and costs incurred. Where the amount paid exceeds the value of Services provided, any refund will be considered in accordance with applicable law and the circumstances of the termination.

Where Amaryllis Quill terminates the Agreement without cause, any amount paid for Services not yet provided will be dealt with in accordance with applicable law.

 

25. Relationship of the Parties

The Parties operate as independent businesses. Nothing in this Agreement creates a partnership, employment relationship, joint venture or agency relationship.

 

26. Notices

Notices under this Agreement must be provided in writing by email or post.

An email notice will be considered received when it reaches the nominated email address, provided no delivery failure notification is received.

 

27. Modification

Any amendment to this Agreement must be agreed in writing by both Parties.

 

28. Conflict

If there is an inconsistency between these Terms and Conditions and the Proposal, the Proposal will prevail in relation to the specific scope, pricing, inclusions, exclusions and timeframe of the Services.

These Terms and Conditions will apply to all other matters unless the Proposal expressly states otherwise.

 

29. Governing Law

This Agreement is governed by the laws of Western Australia.

The Parties submit to the applicable courts and tribunals of Western Australia, subject to any rights either Party may have under applicable law.

 

30. Assignment

The Client may not assign or transfer this Agreement without the prior written consent of Amaryllis Quill, except where permitted by law.

 

31. Severability

If any provision of this Agreement is found to be invalid or unenforceable, that provision will be read down or removed to the extent necessary, and the remaining provisions will continue to apply.

 

32. Waiver

A failure or delay by either Party to enforce a provision of this Agreement does not constitute a waiver of that provision.

 

33. Entire Agreement

The Proposal and these Terms and Conditions constitute the entire agreement between the Parties regarding the Services and supersede prior discussions, representations or agreements relating to those Services.

 

Nothing in this Agreement excludes any representation, guarantee, right or remedy that cannot lawfully be excluded under applicable law.