Agency Subscription Service Plan Terms & Conditions

This Terms & Conditions Agreement is between You and Unbranded Space. The agreement relates to an Agency Service Plan Subscription (also referred to hereafter as the “Service”). By agreeing to pay for this service, You (the customer) agree to all terms and conditions set forth in this document.

Definitions

• Unbranded Space – the agency engaged by the client to perform work.
• the Client – the entity which enters into a contract with Unbranded Space ie. you.
• The Work, Project or Task– a single task or collection of tasks requested by the client.
• Subscription Plan – the Agreed Agency Subscription Plan is determined by the number of hours per month and plan duration
• Subscription Term – the duration of the subscription plan, defined by the commencement and expiry dates.
• Allocated / Allotted Hours – the number of hours per month allocated to a Subscription Plan. This is the number of allocated hours that Unbranded Space can work for the client in a given month.
• Commencement Date – The date on which Unbranded Space provides notice to the client that the subscription service begins.
• Commencement of Work – The point of a subscription period where Unbranded Space first begins working on a project or task specified by the client.
• Standard hourly rate – The standard hourly rate that applies when an Agency Subscription Plan is not in place.

1. Service Description

Unbranded Space’s WordPress Service Plan provides the following services on all plans:

1.1 Core Inclusions

• WordPress & Plugin Updates
• Backups
• Firewall Security & Malware Blocking.
• Plugin subscription license renewals. For a List of Supported Plugins please refer to the list of included plugins for your specific Agency Service Plan.
• 24/7 WordPress Uptime monitoring.
• Priority Support for critical issues. A Critical Issue is defined as an event that causes the website to not be displayed publicly when viewed in a browser, instead returning an error such as a 500 internal server error.

1.2 Additional Inclusions

The following inclusions may be promoted with certain plans. Refer to our Agency Service Plan Comparison Table for where these apply.

• Web Application Firewall & Direct Denial of Service (DDoS) Mitigation
• Content Delivery Network (CDN) Asset Deployment
• Priority Support for non-critical website issues.
• Priority Support for Content Update Requests
• Dedicated Uptime Status Page
• Google Analytics and Search Console Reporting

1.3 Inclusions governed by separate Terms & Conditions and/or Service Level Agreements

The following inclusions may be promoted with certain plans, but are NOT governed by the Terms & Conditions of this document, and instead have their own Terms & Conditions or Service Level Agreements.

• Domain Name Registrations & Renewals. These are governed by Domain Name Service Level Agreement
• Website Hosting. Hosting is governed by our Hosting Terms of Service & Service Level Agreement.
• Where content updates are included then the Terms and Conditions relating to updates are covered in our Standard Design Agreement.

In agreeing to have Unbranded Space provide an Agency Service Plan you are also agreeing to the above listed Terms & Conditions and Service Level Agreements as applicable to the chosen Agency Service Plan Subscription. Refer to our Agency Service Plan Comparison Table for where these apply.

2. Exclusions

The following are excluded from the Service:

• Any issues caused by the customer’s failure to follow instructions provided by Unbranded Space.
• Any issues caused by third-party plugins or themes, not on the Included Plugins list.
• Any technical issues caused by any user, other than Unbranded Space support staff.
• Any unwanted changes to the website or issues caused by a breach of the website security, via any user account other than Unbranded Space support staff.
• Website or Email Hosting (unless listed in the inclusions above for a specific plan) – If hosting is included then it is covered by our Website Hosting Service Level Agreement.
• Domain Names Registration or Renewal (unless listed in the inclusions above for a specific plan) – If a domain is included then it is covered by our Domain Name Service Level Agreement.
• Website Edits, design or content updates (unless listed in the inclusions above for a specific plan). These can be requested by the customer and are performed at our standard hourly rate
• Any issue caused by content edited or added to the website other than content added or edited by Unbranded Space
• Configuration of additional services or features of WordPress, Themes or plugins, beyond those in place at the commencement of the agreement may not be included in the subscription fee paid to Unbranded Space.
• Correcting issues caused by third-party plugins, themes or WordPress. The service is limited to troubleshooting and recommending the best course of action. Where said course of action is deemed to incur costs in labour or the purchase of additional third-party services, then the customer understands that these costs may not be included in the subscription fee paid to Unbranded Space.
• Any issues caused by factors outside of Unbranded Space’s control, such as natural disasters, acts of terrorism, or government actions.

3. Appointment of Network Administrator

By using this service you are consenting to appoint Unbranded Space as the sole primary administrator (called a “Super Administrator”) of your website. Specifically, this means:

1. Your WordPress website will be converted to Multi-site, allowing Unbranded Space to create Network administration privileges for a “Super Administrator”.
2. For the duration of the subscription to the WordPress Service Plan, only Unbranded Space staff will have “Super Administrator” access. This is purely so that Unbranded Space can administer security, updates and backups at a network level.
3. Should you terminate your WordPress Service Plan, then Unbranded Space can appoint a person you nominate (including you) to become the “Super Administrator”
4. Unbranded Space can provide you with user access for the purpose of editing your website. The level of access and permission available will vary according to the chosen Service Plan.
5. Any restriction in access level or permissions in no way impacts any existing agreement relating to your copyright license or ownership of the website or its contents.

4. Pricing, Plans and Features

1. Each Order for Services by you shall be deemed to be an offer by you to buy the Services from Unbranded Space subject to this agreement. No Order shall be deemed to be accepted by us until we provision your account. The date on which we provide notice to you that the account is provisioned is the Effective Date of this Agreement.
2. We reserve the right to change pricing, plans and the features offered at any time and notification will be provided through our client dashboard. Any new pricing will become effective from your subscription renewal date
3. We are under no obligation to deliver any Services other than those identified in the Order.

5. Service Availability

1. As part of the service provided, your website may be unavailable for short periods of time while updates are being performed. During these times your website will be in maintenance mode. Unbranded Space will endeavour to schedule these actions to occur during off-peak times of 12 am and 7 am AWST. You may communicate to Unbranded Space a preferred time outside of those hours, however, it is up to Unbranded Space as to whether or not your preferred time can be accommodated.
2. Unbranded Space uses a number of third-party service providers to monitor your website and perform updates and backups. In the event that one of these third-party services is not available or ceases to perform as intended, then Unbranded Space can not be held responsible.
3. In the event of any unscheduled downtime, Unbranded Space will use any commercially reasonable efforts available to restore the Service as soon as possible. Unbranded Space does not guarantee a time to restore the service. The customer accepts that there may be costs incurred, above those paid for the Service Plan.

6. Payment and Credit Control

1. All service contracts are for a period of 1 month or year. You can view your expiry/renewal date at any time in the provided Client Dashboard
2. All services are billed in advance of the service being provided. Each subsequent payment will be due on the 1-month or 1-year anniversary of your initial billing date. Invoices will be sent 14 days prior to the expiry/renewal date
3. Monthly subscriptions must pay by Credit Card. Yearly Subscribers have the option to pay by Direct Bank Transfer. Any attempt to pay by bank transfer on a monthly subscription, without explicit permission in writing from Unbranded Space voids your warranty and is deemed a breach of these Terms & Conditions.
4. It is a condition of use that where the customer pays by debit or credit card, a valid card is provided at all times in order for subscription renewals to be automatically processed.
5. Credit card transactions are taken 3 days prior to the actual due date of an invoice. This is to ensure uninterrupted service and to provide time for the client to rectify any card failure issues before their plan expires. Should, between the date your card is debited and the renewal date of the service, you decide to cancel the service then a full refund will be issued. Notifications of cancellation must be provided as per conditions of 9.1 Cancellation below
6. Where a credit or debit card payment request is made by us and is declined by your card company or bank (for whatever reason) the service may be suspended immediately from the date the plan expires. The suspension will remain in place as per clause 7. Service Suspension below until such time as a valid payment has been processed and a valid credit or debit card is associated with your account or accounts. The Client accepts that this may have detrimental results on the website’s security, performance and/or appearance.
7. Prices on our website are advertised Excluding Tax. This is because we have Clients from other countries with different tax laws. Where required by Australian Law, we will indicate that Goods & Services Tax (GST) is applicable and must be added to the pricing.
8. Invoices received from Unbranded Space will include GST where applicable. Upon each successful payment, you will receive a Tax Receipt which will include a statement that GST 10% has been charged and will also include our Australian Business Number. By agreeing to our TOS you accept that we have met our legal obligation under Australian Taxation Law for providing Tax Invoices. The provision of any receipt/invoice other than those automatically generated by our software will incur a fee. The amount of this fee is at our discretion.
9. If you believe there is an error on your invoice, you must contact us in writing. We each agree to work together in good faith to resolve any billing disputes. If you contact your credit card company, prior to notifying us of a dispute, and initiate a “chargeback” based on this dispute, we will charge you for investigation and processing. This compensates us for the investigation your card issuer requires us to conduct in order to demonstrate our right to payment. All of your Services may be suspended during bill disputes. To reactivate your Services, you must first pay all outstanding Fees.
10. Unbranded Space reserves the right to immediately suspend the Agency Service Plan should the subscription period expire without receiving payment for renewal of the subscription.

7. Service Suspension

When the service is in suspension, the following applies:

1. Unbranded Space will no longer provide the Services listed in the Service Description
2. Plugin & Theme licenses will be revoked at the discretion of Unbranded Space without notice. The consequences of revoking said licenses could result in downtime or unpredictable behaviour on the website. The customer can not hold Unbranded Space responsible or liable for any of these consequences
3. The customer may have the service unsuspended by paying the subscription renewal fee. Suspension and subsequent unsuspension can not be used to delay the renewal date. A service can be unsuspended by payment of the outstanding invoice, however the renewal date and period of the subscription service remain unchanged from that originally stated in the renewal invoice.
4. If after a period of 14 days, the service remains suspended, then Unbranded Space can terminate the service. In such a case the conditions described in the section “9.2 Termination” below, apply.
5. An additional fee, beyond that of the subscription fee, may apply to reactivate third-party services after a suspended service is unsuspended.

8. Support

Unbranded Space will provide support for the Service as follows:

• Email and ticket support via the Client Dashboard.
• Phone support during our advertised phone contact hours.

9. Cancellation & Termination

9.1 Cancellation

1. The customer may cancel the service at any time, however, unless explicitly requested in writing by the Client the service will continue until its expiry date.
2. Refunds are only applicable under the conditions described in the section on “Refunds” below.
3. Cancellation of the service does not automatically result in the cancellation of any other services such as hosting or domain names, unless explicitly requested by the Client.
4. Upon the expiry of a cancelled subscription plan OR under an explicit request from the Client in writing, third-party services relating to the subscription service plan will be cancelled.
5. After cancelling the subscription service plan a Client can request a new subscription service plan, however all services and third-party services must be re-established. Unbranded Space provides no guarantee that data collected by Unbranded Space or third-party providers will be carried over from previous subscriptions.
6. Notification of cancellation must occur in writing and before 5pm AWST on the date of Expiry.

9.2 Termination

1. Unbranded Space may advise a client of the intention to terminate the agreement at any time, but will fulfil its obligation to provide the service for the agreed-upon period that is the remainder of the subscription term, provided that;
   • The customer’s use of the service is in no way deemed to be unlawful, or deliberately being used as a means of being defamatory or abusive towards others. Unbranded Space reserves the right to determine if these conditions exist.
   • The customer’s use of the service is in breach of all or any part of this Agreement
2. In the event of any of the circumstances described in 9.2.1 above, Unbranded Space may terminate the service immediately but will notify the customer of said action.
3. Licenses for any third-party services, such as themes and plugins are not transferable. On termination of a service customers must obtain their own licenses to ensure the continuation of each third-party service.
4. Termination of the service will result in the termination of any other services such as hosting or domain names, unless explicitly requested by the Client. Where these services have been included in the Agency Service Plan subscription and continuation is requested, the respective Terms & Conditions or Service Level Agreements will apply as found on our legal pages. The standard fees applicable to these services will apply.
5. Other than those additional services stated above in 9.2.4, termination of the Agency Service Subscription Plan will also result in the termination of any additional third-party services included with the subscription service plan.

10. Refunds

10.1 New Subscription Refunds

We will provide a refund during the first 30 days of the initial subscription period.  The refund does not extend to any other services performed by Unbranded Space other than those detailed in the Service Description above. 

The following conditions apply to our 30-day refund policy:

1. In the event that Unbranded Space has incurred costs that they are unable to recover as part of providing our service to the customer, these costs will be subtracted from the amount we refund to you.
2. Should the costs incurred exceed those paid by the customer, then Unbranded Space reserve the right to invoice the customer for the difference.
3. The 30-day refund only applies during the first 30 days of the initial subscription period. Subsequent renewals are governed by 10.2 Subscription Renewal Refunds below
4. The Refund applies to the original amount paid, and not any published or advertised cost of the plan.

10.2 Subscription Renewal Refunds

We will provide a refund during the first 7 days of a yearly subscription renewal.  The refund does not extend to any other services performed by Unbranded Space other than those detailed in the Service Description above. 

The following conditions apply to our 7-day refund policy:

1. The refund will be less the currently advertised cost of 1 month of the subscribed service OR In the event that Unbranded Space has incurred costs that they are unable to recover as part of providing our service to the customer, then these costs will be subtracted from the amount we refund to you. Whichever of these amounts is the higher amount will be the amount deducted from your refund.
2. The 7-day refund only applies to subscription renewals on yearly subscription cycle.
3. The Refund applies to the renewal amount paid, and not any published or advertised cost of the plan.

Our 7-day refund policy does NOT apply to plans on a monthly subscription cycle. No refund can be provided on a monthly payment after the renewal date.

11.  Representations and Warranties

To the maximum extent allowed by applicable law and without affecting your rights as a consumer, we make no warranties, and any implied warranties are expressly disclaimed. The service(s) is provided as-is. Your use of the service(s) is at your own risk. We do not make, and hereby disclaim, any and all other express and/or implied warranties, including, without limitation, warranties of merchantability, fitness for a particular purpose, non-infringement, title, and any warranties arising from a course of dealing, usage, or trade practice. Without limiting the generality of the foregoing, we do not warrant that the service(s) will meet any or all of your expectations; will operate in all of the combinations which may be selected for use by you; or that the operation of the service(s) will be uninterrupted, error-free or completely secure. No employee or agent is authorised to make any warranty on our behalf.

12. Limitation of Liability

You agree that, to the maximum extent permitted by applicable law, you will not under any circumstances including, but not limited to, negligence, hold us or our licensors, agents, employees, officers and/or third-party vendors liable for any indirect, incidental, special, consequential or punitive damages whatsoever including, but not limited to, damages for lost profits, cost savings, revenue, business, data or use, or any other pecuniary loss by you or any other third party. You agree that the foregoing limitations apply whether in an action in contract or tort or any other legal theory and apply even if we have been advised of the possibility of such damages. In no event will we be liable to you in the aggregate with respect to any and all breaches, defaults, or claims of liability under this agreement or under any other agreement or document for an amount greater than the fees actually paid by you to us during the three month period preceding a claim giving rise to such liability. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages. You agree that in those jurisdictions, our liability will be limited to the extent permitted by law and your rights as a consumer.

13. Amendments to this Agreement

Unbranded Space may make minor amendments to this agreement from time to time by publishing updates to the Client Dashboard in the form of Announcements. The customer’s continued use of the service following such publication will constitute acceptance of the amendedments.

Changes that alter the nature of this document and your agreement with Unbranded Space will be advised in writing.

14. Governing Law

This agreement will be governed by and construed in accordance with the laws of the jurisdiction in which Unbranded Space is located. Any disputes arising out of or relating to this agreement will be resolved in the courts of that jurisdiction.

15. Your Agreement

By agreeing to this Service, you acknowledge that you have read, understood, and agree to be bound by this agreement. This agreement constitutes the entire agreement between the customer and Unbranded Space with respect to the Service and supersedes all prior or contemporaneous communications and proposals, whether oral or written, between the customer and Unbranded Space.

If any provision of this agreement is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect.

This agreement may not be assigned or transferred by the customer without the prior written consent of Unbranded Space.

Any failure by Unbranded Space to enforce any right or provision of this agreement will not constitute a waiver of such right or provision.

If you have any questions or concerns about this agreement or the Service, please contact Unbranded Space.

Last Updated: 9th August, 2023