Terms of Service

1. These terms and your Service Order

1.1 Your Service Order sets out what we are building for you, the fee, and the billing cycle. These Terms of Service set out everything else. Together they form the agreement between us.

1.2 If the Service Order and these terms conflict, the Service Order wins.

1.3 Where the Service Order refers to a proposal, the proposal describes the scope of the website. Marketing statements elsewhere do not form part of this agreement.

2. What we provide

2.1 We will design, build, host and maintain your website as described in your Service Order, and provide the ongoing support described in clause 8.

2.2 Unless your Service Order says otherwise, there is no build fee. The fee in your Service Order covers design, build, hosting, security, monitoring, backups, content changes made by your own people, training, and support.

2.3 Content changes are unlimited and are made by you. We provide the editing tools and training. There is no per-change fee and no monthly allowance.

2.4 Work not described in your Service Order — new features, integrations, additional sites — is quoted separately and only proceeds if you ask for it in writing.

3. Fees, payment and GST

3.1 Fees are stated in your Service Order in Australian dollars.

3.2 We are a sole trader not registered for GST. No GST is charged and none is claimable. Every invoice shows our ABN and states this.

3.3 Invoices are payable within 14 days of the invoice date, by card or direct debit through the secure Stripe payment link on each invoice.

3.4 Card and direct debit payments are processed by Stripe. We never receive or store your card or account numbers.

3.5 If an invoice is more than 30 days overdue we may suspend the website after giving you 7 days' written notice. If it is more than 60 days overdue we may terminate this agreement. We will not delete your content during a suspension, and the site is restored as soon as payment is received.

3.6 We may change our fees once your current billing period ends, by giving you at least 60 days' written notice. If you do not accept the change you may cancel under clause 4 before it takes effect.

4. Term, cancellation and what happens next

4.1 This agreement starts on the date in your Service Order and continues until cancelled.

4.2 Either of us may cancel by written notice. There is no exit fee, and no minimum term unless one is stated in your Service Order.

4.3 Monthly plans end 30 days after written notice is given.

4.4 Annual plans are paid in advance for the year and are not refunded if you cancel part-way through. If you cancel, the service continues until the end of the year you have paid for and is then not renewed. Notice received at any time before the renewal date stops the next annual invoice. If we cancel an annual plan for any reason other than your breach under clause 4.5, we will give you at least 30 days' notice and refund the whole months remaining after the service ends.

4.5 We may terminate immediately if you materially breach these terms and do not fix it within 14 days of us asking you to, or if you use the website unlawfully.

4.6 On termination we will, at your request and within 30 days, export your content — page text, images and documents you uploaded — and provide it to you as a set of files. We will provide text in a standard readable format and images in their original format. We are not able to export the website's design, code or functionality, which remain ours under clause 6.

4.7 After termination we keep only what we need for tax and accounting purposes. Australian tax law requires us to keep invoices and billing records for five years.

5. What we need from you

5.1 You will provide the content, photographs, logos and access we need, within a reasonable time. Delays in providing them delay the work, and we are not responsible for that delay.

5.2 You are responsible for the accuracy of your content, and for making sure you have the right to use it — including copyright in text, images and music, and the consent of any identifiable person in a photograph.

5.3 You will keep logins secure, issue them to named individuals only, and not share them. Tell us promptly if you think an account has been compromised.

5.4 Where the website relies on a third-party service you control — for example a YouTube channel or a calendar feed — we are not responsible if that service changes, breaks or is discontinued.

6. Intellectual property

6.1 Your content is yours. You keep ownership of all text, images, logos, trade marks and other material you provide. You grant us a licence to use it for the purpose of building and running your website.

6.2 The build is ours. We own the website's design, layout, code, templates, configuration and any underlying tools and systems, including anything we develop while working for you. This is what allows us to offer a website with no build fee.

6.3 While this agreement runs, you have a non-exclusive licence to use the website for your own purposes. That licence ends when this agreement ends.

6.4 For the avoidance of doubt: on termination you receive your content under clause 4.6. You do not receive the website itself, its code or its design, and you may not have it rebuilt from our work by someone else.

7. Domain names

7.1 Your domain name remains owned and controlled by you throughout. We never take ownership of it.

7.2 Where you ask us to, we will configure DNS on your behalf. Keeping the domain registered and paid for is your responsibility. If it lapses, the website becomes unreachable and that is outside our control.

8. Availability and support

8.1 We will use reasonable endeavours to keep the website available. We do not guarantee a particular uptime percentage, because hosting and network infrastructure are operated by third parties.

8.2 Support is provided by email, and by phone by arrangement, during normal business hours in the Northern Territory. We aim to respond to routine requests within 2 business days and to a site outage as soon as we reasonably can.

8.3 We may perform maintenance that briefly interrupts the website, and will avoid doing so at times we know matter to you where practical. For a church, that means not on a Sunday morning.

9. Data, privacy and hosting

9.1 We handle personal information in accordance with our privacy policy at smsys.com.au/privacy.

9.2 Website and portal data, including files you upload, is hosted in the European Union. Payment information is processed and stored by Stripe in the United States. Our own accounting records are also held in the United States.

9.3 You are responsible for your own obligations to the people whose information appears on or is collected through your website — including having a privacy notice of your own if you collect personal information through a form.

9.4 We will tell you without undue delay if we become aware of a security incident affecting your data.

10. Accessibility

10.1 We build to WCAG 2.2 Level AA and test conformance before launch.

10.2 Accessibility depends on content as well as build. The editing tools require alt text and flag structural problems, but you are responsible for any content you add after launch. We do not warrant that the website remains conformant regardless of what is published on it.

10.3 We do not provide legal advice about your obligations under the Disability Discrimination Act 1992 (Cth) or any other law.

11. Portfolio and promotional use

11.1 You grant us a non-exclusive, royalty-free licence to reproduce and display the Approved Assets to describe and promote our own services, including on smsys.com.au, in proposals, and in social media posts.

11.2 Approved Assets means only those items you have approved in writing in the Asset Sign-off Schedule. These may include your organisation's name and logo, screenshots or screen recordings of the website, extracts of website text, and a description of the work performed.

11.3 You retain ownership of everything listed. Nothing in this clause transfers ownership.

11.4 You warrant that you hold the rights and consents necessary for us to use the Approved Assets, including the consent of any identifiable individual in a photograph, and you indemnify us against any claim arising from our use of them in accordance with this clause.

11.5 Regardless of any approval given, we will not publish any photograph or recording in which a child is identifiable.

11.6 A quotation attributed to an individual will be used only with that individual's written consent, and attributed by role unless they agree to be named.

11.7 You may withdraw approval for any Approved Asset at any time by written notice. We will remove it from material we control within 10 business days. We cannot recall material already distributed, indexed or cached by third parties.

11.8 This clause survives termination, subject to clause 11.7, and operates as an exception to clause 12.

12. Confidentiality

12.1 Neither of us will disclose the other's confidential information, except to the extent required by law, or as permitted by clause 11.

12.2 Congregational, pastoral, membership and donor information is confidential in all cases and is never used for any promotional purpose.

13. Warranties, liability and the Australian Consumer Law

13.1 Nothing in this agreement excludes, restricts or modifies any guarantee, right or remedy you have under the Australian Consumer Law that cannot lawfully be excluded. Where we are permitted to limit our liability for a failure to comply with a consumer guarantee, our liability is limited to supplying the services again or paying the cost of having them supplied again.

13.2 Subject to clause 13.1, and to the maximum extent permitted by law:

• our total liability under or in connection with this agreement is limited to the total fees you have paid us in the 12 months before the claim arose; and
• neither of us is liable for indirect or consequential loss, loss of profit, loss of revenue, loss of goodwill, or loss of or corruption of data.

13.3 We are not liable for loss caused by something outside our reasonable control, including failures of hosting, network or third-party services, or by your own content, acts or omissions.

13.4 You indemnify us against claims arising from your content, including claims of infringement, defamation, or breach of privacy.

14. General

14.1 Changes. We may update these terms by giving you at least 30 days' written notice. If a change materially disadvantages you, you may cancel under clause 4 before it takes effect. Your Service Order cannot be changed without both of us agreeing in writing.

14.2 Notices. Notices are given by email to the addresses in the Service Order and are taken to be received on the next business day. Written notice includes email.

14.3 Assignment. Neither of us may transfer this agreement without the other's written consent, except that we may transfer it as part of a sale of our business, on notice to you.

14.4 Subcontractors. We may use subcontractors and third-party platforms, and remain responsible to you for the services.

14.5 Relationship. We are an independent contractor. Nothing here creates employment, partnership or agency.

14.6 Severance. If a provision is unenforceable, it is severed and the rest continues.

14.7 Entire agreement. These terms and your Service Order are the whole agreement between us and replace any earlier discussions.

14.8 Governing law. This agreement is governed by the laws of the Northern Territory of Australia, and we each submit to the courts of that jurisdiction.

Versions

Version 1.0 is the current version of these terms. If we update them, existing clients receive at least 30 days' written notice under clause 14.1, and superseded versions remain available on request.

Questions

If anything here is unclear, ask before you sign. Email steven@smsys.com.au.