Definitions/Terms & Conditions
- Agreement means the Web Club Project, Terms and Conditions, contract formation and any other attached documents reflective of the entire Content for the creation of the Web Club Package together with any other resources designated as such, coupled with exhibits, schedules or attachments hereto.
- Project means the Services and work specified to develop, manage and maintain the Web Club Packages and to be delivered by Web Club to the Client, in the form of a completed media product and online Website.
- Services means all Services and the work product to be provided to the Client by Web Club as described and otherwise further defined by the Web Club Packages.
- Website means any online web presence as defined and clearly outlined in the Terms and Conditions representing either Web Club the Client and or any third party.
- Content means resources, text, images, files, materials, information, photography, writings and other creative content provided by Client for use in the preparation of and/or incorporation in the Web Club Package
- Support means the Services and support including work product specified in the Web Club Package to be delivered by Web Club to the Client.
- Trademarks means trade names, words, symbols, designs, logos or other devices or designs used in the Website to designate the origin or source of the goods or services of Client
- Clientmeans a person/s, entity, business, sole trader, company or corporation who signs up with Web Club and agrees to the stated Terms and Conditions either online or via email confirmation.
- Third Party Resources means third party labour, proprietary third party materials and Services which are incorporated into the Web Club Packages, including without limitation WordPress themes, plugins, widgets, software, stock photography or illustration.
- Web Club Package means all online tools either developed and/or sourced online used by WebClub in performing the services under the WordPress software GPLv2 License, this includes pre-existing and newly developed software including source code, web development tools, type fonts, and application tools. Together with any other software, or other inventions whether or not patentable, and general non-copyrightable concepts such as Website design, architecture, layout, navigational and functional elements.
- Member means a person/s, entity, business, sole trader, company or corporation who has acquired a Web Club Package and as such is deemed a fully paid Client as well as a Member of the Web Club.
- Web Club Managementmeans the Director of Options Media Group Pty Ltd trading as Web Club.
- Web Club means the Australian registered business that operates and manages www.webclub.com.au as a trading entity of the Options Media Group Pty Ltd, managed and operated by Web Club Management, employees, subcontractor and or associated partners.
- WordPress means free Website software incorporating templates, designs, plug ins, widgets and other applications, released under GPL (General Public Licensen) V2 (or later) and distributed with a copyright notice coupled with a disclaimer of warranty, with each program.
1. Acceptance of the Terms & Conditions
2. Contract Formation
2.1. All Services offered by the Web Club online are sold and subject to these Terms & Conditions which form part of the Client’s Agreement with Web Club and is activated, once a Client is signed up and approved by Web Club Management. We do not offer software as a service just the Service to develop, manage, maintain and host your Web Club Package, using WordPress and all associated applications derived from various authors and developers.
2.2. Each Web Club Package offered is bound by these Terms and Conditions until the Service/s is terminated in accordance with the termination clauses (17). We shall not be liable for any delay or failure to perform our obligations under this Agreement, If such delay or failure is due to access of Project resources or a process by an end supplier, contractor or employee of the process or as a result of a changes to the conditions of supply by any supplier, contractor or employee. We then reserve the right to review the Project and determine, a new timeline for completion and or deployment to which in such an instance, the client will be notified in writing, within (7) working days.
2.3. We do not offer fixed or set contract periods for any of our Web Club Packages or associated Services. We have (4) Web Club Package options available for new customers, which will be the nominated website design and development packages,based on the specific products and services offered, by Web Club. Hosting services are considered as separate services to which invoices will be based on Financial Year cycles. Clients will be issued an annual invoice billed pro-rata, commencing July 1st, every year. Each hosting package has separate components and requirements which dictates the service level and server capacity. Each Web Club Package on www.webclub.com.au clearly indicates the hosting costs and can be viewed below, for further clarity and confirmation.
2.4. You must advise us (30) days after you have accepted our Web Club Packages, if you wish to cancel your either Web Club service or Web Club hosting. If we do not receive your cancellation email or notification in time, we will continue with your Web Club Package to ensure it continues uninterrupted. Therefore, your Web Club Package will be completed as instructed based on the current applicable charges published on our Website and invoiced accordingly.
2.5. The Web Club Packages are provided as a website services only on an “AS IS” basis and we therefore give no warranty or guarantee for the performance and effectiveness of the website services. Web Club also agrees to provide a reliable web hosting only service, reflective of the additional components of each Web Club Package and in line with online standards.
2.6. Depending on the Web Club Package selected,data limits will apply for all Clients and should a Web Club Package exceed the allotted data limit, additional costs or account suspension may apply. This will be at the discretion of Web Club Management and will require immediate account review.
2.7. Web Club uses the open source software being WordPress for the development, maintenance and support of Web Club Packages. The licence comes under GPL V2 (or later) from the Free Software Foundation. A copy of this licence can be viewed here https://wordpress.org/about/license/.
3. Service Description
3.1. A Web Club Package is defined as a managed WordPress Website solution whereby Web Club which provisions the software in the form of WordPress and including, Web Club Package components and requested Client changes. The client can retain ownership of the Website files and a Web Club Package as clearly stated in Ownership (15.1)(15.2). This is a WordPress website service whereby Web Club provides new Clients access to a variety of resources, products, specials, partner initiatives, online news and a range of resources, to fulfil the Web Club Package components, as described below
3.2. Our products are grouped into four (4) main categories- with all information and package details clearly listed on the website for your perusal and or approval. As part of this Agreement, you acknowledge that all aspects of these Web Club Packages have been read and properly understood, prior to sign up.
3.3. All our Web Club Packages offer variable components and features, as stated above and in detail on our Website. Every single element offered as part of these packages can be accessed online by clicking each Web Club Package link, which in turn explains the exact product criteria and Services, on offer.
3.4. By signing up with Web Club and becoming a Member and Client, you agree to comply by these Terms and Conditions including all features on display for these Web Club Packages. You must also ensure that all these components and Web Club Packages are within the scope of your budget and online expectations. Web Club does not take responsibility in the case that any of these features and or components from our Web Club Packages, do not meet your desired end result.
3.5. All Projects associated with Web Club Packages will be maintained and co-ordinated in a professional manner, with the Client including communication, documentation and support. Web Club will also provide all updates and software applications in a checklist format ensuring validation and confirmation of Web Club Package components and any additional requests. This process will in essence ensure total guidance and a trail for the entire web design, web development and web deployment phases,until completed and compliant with appropriate sign off in place. Once sign off is completed Clients agrees that Web Club has successfully completed the requested Web Club Package
3.6. Additionally within the secured Member access section, we will provide both online and email support as well as support ticketing requests and project tracking, to ensure our levels of Service are both transparent and honoured, in full. All Web Club Members need to apply online to ensure we can provide proper identity and verification when seeking online assistance and support.
3.7. We also reserve the right to change, update, modify, adjust or delete any part of or any entire Web Club Package without notice or cause. We will however make every effort to provide updates with Members on all matters pertaining to Web Club Packages, when possible and or applicable.
3.8. All Client’s must provide Web Club and it’s contractors with the required co-operation and support so Web Club is in a position to perform the Services, in an accurate and timely manner. All details, data and information provided to us must be accurate, current and complete and will be the basis of the Web Club Package and formation of such.
3.9. Client will not determine or exercise any control of the formation of a Web Club Package other than to provide the necessary information and to the general procedures, communication or formats which are deemed necessary to complete the Web Club Package to the Client’s satisfaction.
3.10. Client shall pay additional charges for changes requested by the Client which are outside the scope of the Web Club Package on a time and materials basis, at Web Club Management discretion. Such charges shall be in addition to all other amounts payable under this Agreement, despite any maximum budget, contract price or final price identified therein. Web Club may also extend or modify any delivery schedule or deadline in the formation of a Web Club Package, as may be required by such requested changes by the Client.
3.11. We will not guarantee any improvements to your Website’s search engine ranking as this is not part of our Web Club Packages. We do however make every attempt to ensure your Website Content developed under the Web Club Packages, are accessible to search engines. We therefore cannot be held responsible for any changes to the position of your Web Club Package in the Search Engines results pursuant to the provision of basic search engine optimization services by us.
3.12. Our Web Club Packages and associated services including any SEO research or on page keyword application does not guarantee you position on search engines. Unless a prior agreement in writing is reached with Members or a certain Web Club Package is selected, we will not perform any SEO related services.
3.13. Domain names are the full responsibility of the Client including registration, ownership, renewals, payments and the security of domain name registrar details. This includes being bound by the policies and terms of the relevant domain name registrars and authority, to which Web Club is absolved of any responsibility and or liability of any loss incurred. We do not take responsibility of expired domain names other than to work with Clients and educate, on such matters.We will require access to DNS setting and updates this will be achieved on a limited intervention, to domain name settings for hosting and Website operational purposes. Official policies for the management ownership and transfer of .AU and Global domain names can be found at both www.auda.org.au and www.icann.org.
3.14. We do not take responsibility for email/s other than to set up the required email accounts and passwords whilst also ensuring filtering software, is activated. Email accounts are the responsibility of the Client and all measures must be applied by the Client to ensure data is protected and backed up at all times. Our Virus filtering software assumes no responsibility for your own computer hardware and against any such attacks and will not assume liability for virus or malware via your email account. Web Club will however ensure all required efforts are in place to protect data stored on our servers.
3.15. While Web Club will make every effort to protect email data from outside intervention inclusive of spam, online hacking coupled with any form of disruption or exposure to data, Web Club will not assume responsibility for Client email data, files or directories, being hosted on our servers. Such actions are deemed to be out of the control of Web Club not withstanding the security in place by our server provider.
4. Payment & Charges Applicable
4.1. In consideration of this Agreement to be performed by Web Club, the Client agrees to pay Web Club the amounts according to the Invoice set forth in the Web Club Packages and either by Paypal or by Direct Bank Credit (EFT). The invoice is based on the prescribed Web Club Package and with all applicable elements which are calculated or assessed subsequent to the payment invoice being issued.
4.2. We also collect Credit Card and Paypal details as part of our monthly subscription billing system, for Clients who select this payment option. We also invoice annually through our internal accounting procedures and via standard invoicing practices. All Clients have the option for either billing method, via our online payment facility.
4.3. Web Club retains information provided or entered online which includes your contact and personal details, which in turn enables us to verify your identity and to retain adequate records for legal and accounting purposes and for the web development process.
4.4. The Project includes Web Club Package fees only. Any and all outside costs including, but not limited to, additional requests to add to a Web Club Package as listed on the relevant Web Club Packages on the Web Club Website, will be billed to the Client on a request basis or unless specifically otherwise provided for and approved, by Web Club Management.
4.5. All invoices issued to Clients must be be payable within (14) days of receipt. A monthly service charge may be applied on all overdue balances and will be based on 5% interest rate, compounded each month. Payments will need to be credited to the nominated back account or via www.papayl.me.webclub as clearly stated, on the invoice. Hosting invoices are issued separately.
4.6. If a Client defaults on any form of payment by the due date, then money owed to Web Club will be in arrears. As such Web Club will provide a notice in writing to the effect that (7) days notice is given to fulfil amounts owing, or Web Club Package and this Agreement will be terminated, effective at the expiration of such notice.
4.7. Client shall be responsible for all collection or legal fees necessitated by lateness or default in payment. Web Club reserves the right to withhold a Web Club Package and any transfer of ownership of any Websites or suspend such Clients if accounts are not current or overdue invoices are not paid in full. All grants to use or transfer of ownership of Web Club Packages under this Agreement are conditioned upon receipt of payment in full which shall be inclusive of any and all outstanding additional costs, taxes, expenses, and fees, charges, or the costs of changes.
5. Third Party Relations
5.1. Web Club shall be permitted to engage and/or use third party contractors and Third Part Resources or other providers as independent software application or contractors in connection with the development of Web Club Packages. Notwithstanding, the contractor shall remain fully responsible for such compliance with the Terms and Conditions of this Agreement and will have signed a binding Non Disclosure Document with Web Club Management, prior to commencement of all tasks associated with Web Club.
5.2. Contractors are totally independent and not an employee of Web Club or any company affiliated with Web Club. Contractors shall provide and maintain Web Club Packages under the general direction of Web Club Management and the Client, but the contractor has the right and shall determine in their sole discretion, the manner and means by which the tasks and requirements to fulfil Web Club Packages, are accomplished.
5.3. This Agreement does not create a partnership or joint venture and neither party is authorised to act as agent or bind the other party, except as expressly stated in this Agreement and Non Disclosure Document. The contractor and the work requisitioned should prepare such tasks as directed by Web Club Management and the Client shall not be deemed a work for hire. All rights if any, granted to the contractor are contractual in nature and are wholly defined by the Non Disclosure Document and the various Terms and Conditions of this Agreement.
5.4. All Third Party Materials are the exclusive property of their respective owners. Contractors shall inform Web Club of all Third Party Materials and resources that may be required to perform development work on the Web Club Packages or otherwise integrated into the Web Club Packages. Under such circumstances the contractor shall inform Web Club of any need to license such Third Party Materials are at Client expense, and unless otherwise provided for by the contractor. In this instance Web Club shall inform the Client of the need to obtain such license(s) necessary to permit Client’s use of the Third Party Materials consistent with the usage rights granted herein.
5.5. In the event Client fails to properly secure or otherwise arrange for any necessary licenses or instructs the use of Third Party Materials, the Client hereby indemnifies, saves and holds harmless Web Club from any and all damages, liabilities, costs, losses or expenses arising out of any claim, demand, or action by a third party arising out of Client’s failure to obtain copyright, trademark, publicity, privacy, defamation or other releases or permissions with respect to materials and resources applied in the Web Club Package.
5.6 The contractor also expressly acknowledges that this Agreement does create an exclusive relationship between the contractor and the Client. Additionally, Clients cannot engage others to perform services of the same or similar nature to those provided by Web Club and its contractors. Therefore the Client shall not be entitled to offer and seek services from others, solicit other similar web service providers or otherwise advertise for the services offered by Web Club.
5.7. Web Club applies a diverse range of Third Party Resource and WordPress themes including plugins, widgets and more, under the licensing of WordPress GPL V2 (or later). This allows Web Club to provision Website hosting and Web Club Packages as such and as displayed in clause (3.2) whilst restricting the ability to distribute such output in the form of Web Club Packages and Website files to Clients, as part of this open source licensing GPL v2 (or later) and beyond. Therefore, Web Club Packages whilst a derivative of the WordPress software, remains strictly the property of Web Club, to which the Client will maintain ownership, whilst Membership with Web Club remains active.
6. Web Club Package & Security
6.1. You are responsible for making all arrangements necessary at all times, for you to have access to the website https://webclub.com.au and or your Web Club Package.
6.2. You are also responsible for ensuring that all person/s who access your Website through your Web Club Package are aware of these Terms & Conditions, and that they comply with them, at all times during visits and or access to your Website.
6.3. If you choose and or you are provided with a username, password or any other piece of information as part of our security procedures and access to our Web Club Packages, you must treat such information as completely confidential and must not disclose it to any other person or third party.
6.4. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information. Furthermore, if your computer, tablet, phone or any device used to access this Website attracts a virus or malware that detects personal information and uses such to access your data, we will not take any responsibility for such breach of your data and or personal information.
6.5. You must always contact us immediately if you notice or are aware of any breach of security or unauthorised use of either your secure Login data or Web Club Package. We will not be liable for any loss, damage, distortion, hacking or otherwise, which you incur due to any unauthorised access and use of your Web Club login details.
6.6. We have the right and duty to disable any Web Club Package, Client, Members, account or password, whether chosen by you or provided by us, at any time for any reason or no reason without notice or explanation. We will however provide a full explanation if a user feels that such action was done in error or violation of their rights, which could result in a review of any such process whilst pending Web Club Management approval.
6.7. We reserve the right to withdraw or amend our Web Club Package and or Website and any aspect relative to Services, products, specials, promotions, Web Club Packages or any other material we provide on our Website in our sole discretion, without notice or announcement. We will not be liable if for any reason that any part of the Web Club Website is unavailable at any time, or for any period of time.
6.8. From time to time, we may also restrict access to some parts of the Web Club Website, or the entire Website to users, including registered Members, subscribers and visitors. We may do this without notice or warning and do so in the best interests of Web Club.
7. Use of Web Club Package
7.2. You agree not to use your Web Club Package for any illegal or defamatory purposes.
7.3. Impersonate any other person or entity, or use a false name or a name that you are not authorised to use.
7.4. Post any material that is unlawful, harmful, threatening, abusive, harassing, defamatory, libelous, invasive of another’s privacy, or is harmful to anybody in any way;
7.5. Post or perform any action that harasses, degrades, intimidates or is hateful toward an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability.
7.6. Post images or Content that includes personal or identifying information about another person without that person’s explicit consent.
7.7. Post images, Content or data that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party, or Content that you do not have a right to make available under any law or under contractual or fiduciary relationships.
7.8. Post images or Content that advertises any illegal service or the sale of any items the sale of which is prohibited or restricted by any applicable law, including without limitation items the sale of which is prohibited or regulated by Australian, State and Territorial law.
7.9. Post images or Content that is deemed fraudulent, false, deceptive, misleading, deceitful, mis-informative, or constitutes legal action or illegal activity.
7.10. Perform any action that impersonates any person or entity, including, but not limited to, a Web Club employee, or falsely states or otherwise misrepresents your affiliation with a person or entity.
7.11. Delete or alter any copyright, trademark or other proprietary rights notices, logos or other material applied by Web Club for promotional or business related purposes.
7.12. Transmit or procure the sending of, any advertising or promotional material, un-solicited mass communication without our prior written consent from Web Club Management.
7.13. Use any device, software or routine that interferes with the proper working of your Website and infringes the overall performance of your Website and all other Web Club Packages and members.
7.14. Use your Website in any manner that could disable, overburden, damage, or impair your Web Club Package or interfere with any other party’s use of the website, including their ability to engage in real time activities through the Website.
7.15. Use any robot, spider or other automatic device, process or means to access the Website for any purpose, including monitoring or copying any of the material on the Website.
7.16. Use any manual process to monitor or copy any of the material on your Web Club Package or for any other unauthorised purpose without our prior written consent.
7.17. Introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful.
7.18. Engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Website.
7.19. Attempt to gain unauthorised access to, interfere with, damage or disrupt any parts of the Website, the server on which the Web Club Packages are stored, or any server, computer or database connected
7.20. Apply data to your Website that disrupts the normal flow of dialogue with an excessive amount of content (flooding attack) to the Service or attracts high volumes of traffic that exceed package limits, or that otherwise negatively affects other users’ ability to use the service
7.21. Attack the Web Club Package or Website via a denial-of-service attack or a distributed denial-of-service attack.
7.22. Encourage, attract or entice illegal activity which is deemed unlawful and punishable by the Laws of the State of Victoria, Australia.
7.23 Otherwise attempt to interfere with the proper workings of the Web Club Website or Web Club Packages or any other Web Club Packages and or member Websites.
7.24. Post content or data that constitutes or contains “link referral code,” “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or unsolicited commercial advertisement.
7.25. Post irrelevant content, repeatedly post the same or similar content or otherwise impose an unreasonable or disproportionately large load on our infrastructure and servers.
7.26. Attempt to gain unauthorised access to Web Club Package and systems or engage in any activity that disrupts, diminishes the quality of, interferes with the performance of, or impairs the functionality of, the Service or Web Club.
7.27. Post any type of content that employs misleading email addresses, or forged headers or otherwise manipulated identifiers in order to disguise the origin of content transmitted through the Service.
7.28. Post any Content or images that violates federal, state, or local equal laws, including but not limited to stating in any preference or requirement based on race, colour, religion, sex, national origin, age, or disability.
7.29. Use of distribution lists for unsolicited email or other electronic mailings via your Web Club Package is strictly prohibited. Web Club reserves the right to terminate a Client’s Web Club Package if there is a clear of such activity
8. Web Club Content
8.1. Content is provided through the Web Club Packages as is and you agree that the use of and reliance on any Content is at your own risk, and that under no circumstances shall Web Club be liable for any Content or for any loss or damage of any kind incurred as a result of the use of or reliance on any Content made available.
8.2. Client acknowledges that it is responsible for performing the following in a reasonable and timely manner:
(a) Provide Website Content in a form suitable for use in the deliverables without further preparation by Web Club unless otherwise specified in the Project;
(b) Proof read all content to ensure accuracy and validity. Client may be charged extra for correcting errors after the acceptance of any of any Web Club Package and Content;
8.3. You acknowledge that Web Club shall have the right (but no obligation), at its sole discretion, to refuse, modify, delete or move any Content, for any reason.
8.4. Collect personal data about other users for commercial or lawful purposes.
8.5. Agree to fully co-operate with Web Club Management and staff to ensure compliance with all resource and data requests, in a timely and expedient manner.
9. Website Monitoring & Enforcement
9.1. With respect to any Client, we have the right to take any action that we deem necessary or appropriate if we believe that such user violates the Terms & Conditions, infringes any intellectual property right, Trademark or other right that threatens the personal safety of other Web Club Members or the Web Club Website and the public. We may:
- Disclose your identity to any third party who claims that material provided by you violates their rights, including their intellectual property rights or their right to privacy.
- Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorised use of any Web Club Package.
- Terminate or suspend your access to your Web Club Package or to all or parts of the Website for any or no reason, including without limitation, if deemed any violation of these Terms & Conditions has taken place.
- Block violator’s IP address and/or notify his or her Internet Service Provider or such violation.
9.2. Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity of anyone posting any materials on or through the Website or Web Club Services or rendering.
10. Linking your Website
10.1. You may link to your Website, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.
10.2. You must not establish a link from any Website that is not owned by you unless approval from the Website owner is in place.
10.3. Post any material that is pornographic or depicts a human being engaged in sexual activities or exposing sexual organs unfitting for these Web Club Packages and Service.
10.4. You cannot frame the Web Club Website on any other Website.
10.5. You agree to co-operate with us in causing any unauthorised framing or linking immediately to cease. We reserve the right to withdraw linking permission without notice.
10.6. Upload any Content or application that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment.
11. Support Services
11.1. Support means commercially reasonable technical support and assistance to maintain and update your Web Club Package, including correcting any errors or deficiencies, but shall not include the development of enhancements of your Web Club Package and or other Services outside the scope of your Web Club Package. During the first (1) month following the deployment of your Web Club Package, we will provide additional Services at no additional cost to the Client to support errors and updates. This may include template issues, forms, images, Content corrections, responsive designs issues and any function or appearance that does not work in accordance with web standards. Common sense will apply in this instance and at the discretion of Web Club Management.
11.2. During the deployment of the Web Club Package to live status, the Client may request that Web Club provides further enhancements to the Web Club Package, and that Web Club shall exercise that in accordance with the selected Web Club Package requirements. Commercially reasonable efforts will be provided to update and create such enhancements as listed in the Web Club Package. Web Club and the Client also understand that pre-existing obligations to contractors and or third parties existing on the date of the request for enhancements, may delay the immediate execution of any such requested enhancements.
11.3. Revisions may apply at the discretion of Web Club Management if they fall outside the scope and supply of the said Web Club Package. We may apply additional work without charge based on revisions and on an individual Client basis.
11.4. Web Club utilises a number of Third Party shared hosting servers and services and as such cannot control the performance of these services. Website downtime will occur from time to time and Web Club will not take any responsibility for any loses and damage incurred and as a result of your Web Club Package, not being accessed online.
11.5. All Web Club HostingPackages are purchased with server limits. In this instance Web Club must limit how much of the CPU, memory, disk I/O, disk space and database use can be used by each Client on our Third part shared servers. Therefore any program (application, script, etc.) or usage that consumes or uses too additional resources and is outside the limit of the Web Club Hosting Package and also impacts other customers in either performance or reliability, may be considered resource abuse. We will either suspend the Web Club Package or offer the Client an upgraded Web Club Hosting Package.
12.1. The Web Club warrants that it has the right to provide the Services stated above in the manner clearly outlined by each Web Club Package and the requirements stipulated as such. The company warrants that the services and Web Club Packages provided will be supplied using reasonable skill and care coupled with consideration for qualified results. The plugins and templates that are offered are part of the WordPress open source GPLv2 (or later) license and have no indicative meaning that they will function and or perform exactly as intended by the owner of the Website, an end user or with any additional and third party components, software and plugins.
12.2. It is also the Client’s responsibility to perform proper due diligence on any of Websites designs or plug ins applied, prior to requesting support or granting access to support staff as Web Club does not warrant that any of the Services provided are error free or entirely accurate and as such will not take any responsibility, for such actions or errors.
12.3. We will not be in any way responsible for delays in executing or failure to perform any of our Services under this Agreement to the extent that a failure is due to an event or circumstances beyond our reasonable control (including any negligence by you, failure by you to perform any of your obligations under this Agreement any of your other wrongful acts or omissions
12.4. Client represents, warrants and covenants to Web Club that
(a) Client owns all right, title, and interest in, or otherwise has full right and authority to permit the use of the Client Content,
(b) Client must submit all information and resources within (24-48) from Web Club request, in order to meet the strict timeframes in place,
(c) Client must provide information, resources and or data in compliance with the production schedule and Web Club Package timeframes, to ensure timely and effective design, development and deployment. We will not take any responsibility with any delays.
(d) To the best of Client’s knowledge, the Client Content does not infringe the rights of any third party, and use of the Client Content as well as any Trademarks in connection with the Web Club Package also does not and will not violate the rights of any third parties,
(e) Client shall comply with the Terms and Conditions relative to any licensing which govern the use of Third Party Materials, and
(f) Client shall comply with all laws and regulations as they relate to the Web Club Packages and associated services.
12.5. By Web Club to the Client
(a) Web Club hereby represents, warrants and covenants to the Client that Web Club will provide the Web Club Package identified in this Agreement and as specified in the Web Club website in detail.
(b) Professional and workman like manner and in accordance with all reasonable professional standards for such Services.
(c) Web Club further represents, warrants and covenants to the Client that except for (i) Third Party Materials and Client Content, the Web Club Package shall be the original work of Web Club and/or its independent contractors, (ii) in the event that the finished Web Club Package does include the work of independent contractors commissioned for the Project by Web Club then, Web Club shall have secure agreements from such contractors granting all necessary rights, title, and interest in and to the Web Club Package and sufficient for Web Cub to grant the intellectual property rights provided in this Agreement, and (iii) to the best of Web Club’s knowledge, the Web Club Package provided by Web Club and subcontractors does not infringe the rights of any party, and use of same in connection with the Web Club Package will not violate the rights of any third parties. In the event the Client or third parties modify or otherwise use the resources, materials and or information outside of the scope or for any purpose not identified in this Agreement or contrary to these Terms and Conditions noted herein, all representations and warranties of Web Club shall be void
(d) Except for the express representations and warranties stated in this agreement, Web Club makes no warranties whatsoever. Web Club explicitly disclaims any other warranties of any kind, either express or implied, including but not limited to warranties of merchantability or fitness for a particular purpose or compliance with laws or government rules or regulations applicable to the Web Club Package.
(e) Due to the public nature of the Internet, all information should be considered publicly accessible, and it’s extremely important to note that private information should be treated as such and never displayed on your Web Club Package. Web Club is not liable for the protection or privacy of email or other information transferred throughout the Web Club Package or any other function or network associated, with the same Service.
13. Disputes, Complaints & Refund Policy
13.1. You acknowledge and agree that you will receive refund after (30) days should you not be satisfied with the level of Service or Web Club Package, you sign up for.
13.2. Both Web Club and Client agree to attempt to resolve any dispute by negotiation between the parties. If parties are unable to resolve the dispute by negotiation, either party may start mediation and/or binding arbitration in a forum mutually agreed to by the parties.
13.3. Without limiting the generality of the foregoing we may but are under no obligation to, honour requests for refunds in limited cases for the reasons related to non-delivery of the product, download issues, irreparable defects with the Web Club Package, related Service and or other products. All requests for refunds are resolved on a case-by-case basis and only at our sole discretion. We will ensure all matter are reviewed and resolved within (30) days, but do not guarantee any outcomes or timeframes
13.4. To prevent misunderstandings, every customer is encouraged to carefully check the Web Club Packages, partners or any third party product promotion (in the form of video overviews, demo links, product samples, screen shots, etc.) of each type of the product offered before making a purchase and or decision to proceed.
13.5. Any complaint submitted about our Service(s), Web Club Packages or contractors/employees may be sent to our support team at email@example.com . We will make every effort to resolve such complaints in line with the Client’s expectation but there is no guarantee of resolution, as each complaint will be looked at individually and the Client will be contacted in writing by email when a decision is made, within (48-72) hours of submission. We will always look for matters to be resolved in a timely and effective manner for all parties concerned.
13.6. Web Club and the Client agree to make reasonable attempts to resolve any dispute by negotiation between the parties. If such parties are unable to resolve the dispute by negotiation, either party may start mediation and/or binding arbitration in a forum decided to by the Web Club Management. Web Club Management will also make every attempt to ensure resolution will always be a priority, notwithstanding a mutual approach by the Client concerned.
14. Intellectual Property Rights
14.1. The Website provides information, Services, Website Club Packages, Third Party Resources, products, partners, software, web designers and social media consultants. Website Content, features and functionality (including but not limited to logos, information, text, displays, images, video and audio, and the design, selection and arrangement thereof) are protected by international copyright, trademark, trade secret and other intellectual property or proprietary rights laws. Our graphics, text, logos, scripts, images, videos and page headers may not be copied, imitated, or used, in whole, partial or modified form, without our prior written permission. Web Club shall have the right to change or alter, upgrade or discontinue any aspect or feature of the Web Club Packages including content, availability hours and all included needed for the use of this Website.
15.1. Web Club Packages are and shall remain the exclusive property of Web Club inclusive of all elements contributed by Web Club with ownership of data and website functionality remaining with the Client, whilst Web Club Membership is active. Transfer of Website files to another server is not possible once a Web Club Package has been created. Client may not directly or indirectly in any form or manner decompile, reverse engineer, create additional derivative works or otherwise modify any Web Club Package comprising of any software or technology provided by Web Club, unless given prior written permission.
15.2. Upon completion of the Website and subject to full payment of all fees, subscriptions, costs or additional expenses, full rights to manage operate, maintain, edit and promote the Website and Web Club Package, are assigned to the Client. This includes all operational and management rights to the files, images, properties, server and all interests relative to the Web Club Package.
Neither, Web Club or the Client may assign, whether in writing or orally, or encumber its rights or obligations under this Agreement or permit the same to be transferred, assigned or encumbered by operation of law or otherwise, without the prior written consent of the either party.
17. Term & Termination of Web Club Package
17.1. Abuses and improper usage of the Website and content will lead to Web Club Package termination. You agree that Web Club, in its sole discretion, has the right (but not the obligation) to delete or deactivate your account, block your email or IP address, or otherwise terminate your access to or use of the service (or any part thereof), immediately and without notice, and remove and discard any Content within the Service, for any reason, including, without limitation, if Web Club believes that you have acted inconsistently with the letter or spirit of these Terms & Conditions. Further, you agree that Web Club shall not be liable to you or any third-party for termination of your access to the Service. Further, you agree not to attempt to use the service after said termination.
17.2. This Agreement shall commence upon the sign up and approval date and shall remain effective until the Web Club Package is completed and deployed online in a live format.
17.3. This Agreement may be terminated at any time by either party effective immediately upon giving (30) days notice, or the mutual agreement of the Web Club and Client, or if any party:
17.4. In the event of termination by the Client, Web Club shall be compensated for the Services performed through the date of termination in the amount of (a) any advance payment, (b) a prorated portion of the fees due, or (c) hourly fees for work performed by Web Club or agents as of the date of termination, whichever is greater; and Client shall pay all expenses, fees, out of pockets together with any additional costs incurred through and up to, the date of cancellation.
17.5. Upon expiration or termination of this Agreement: (a) each party shall return or, at the disclosing party’s request, destroy the Confidential Information of the other party, and (b) other than as provided herein, all rights and obligations of each party under this Agreement, exclusive of the Web Club Packages, shall survive.
18. Limitation of Liability
18.1. Your use of this Web Club Website, its data and any Web Club Package and associated or items obtained through the Web Club Website or its affiliates and partner, at your own risk. We do not warrant that the Web Club Website will meet your expectations or requirements and in any event you will indemnify all of our Service providers, affiliates, employees, partners, agents, officers or directors be liable for damages of any kind, under any legal theory. This includes anything arising out of or in connection with your use or inability to use the Website, any Websites linked to it, any content on the Website or such other Website or any Services or items obtained through the Website or such other Website, including any direct, indirect, special, incidental, consequential or punitive damages, including but not limited to, personal injury, pain and suffering, emotional distress, loss of revenue, loss of profits, loss of business or anticipated savings, loss of use, loss of goodwill, loss of data, and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable.
18.2. You understand that all advertisements, postings, messages, text, files, images, photos, video, sounds, or other materials (“Content”) posted on, transmitted through, or linked from your Web Club Package are the sole responsibility of the Client from whom such Content originated. More specifically, you are entirely responsible for each individual item of Content that you post, email or otherwise make available via your Web Club Package and or your Website. Likewise, if you request the assistance of Web Club employee or contractor to post Content on your Website, or if you imply consent that Web Club has the right to post Content on your behalf, either by written or oral means, or you fail to inform Web Club that Content should be removed, you are equally responsible for the Content. You understand that Web Club does not control, and is not responsible for personal Content made available through your Web Club Package. When you post Content to the Web Club Package, you authorise and direct us to make such copies thereof as we deem necessary in order to facilitate the storage of the Content on the Web Club Package.
18.3. We hereby disclaim all warranties of any kind, express or implied, statutory or otherwise, including but not limited to any warranties, non-infringement and fitness for particular purpose.
18.4. We do not guarantee that the information provided on the Web Club Website is complete, accurate or up-to-date. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for security, protection and accuracy of data input and output.
18.5. We will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of this Web Club Package or any Services or items obtained through the Web club Website or to your downloading of any material posted on it, or on any site linked to it.
18.6. Under no circumstances shall Web Club be liable for direct, indirect, incidental, special, consequential or exemplary damages (even if Web Club has been advised of the possibility of such damages), resulting from any aspect of your use of Web Club Website and or the Web Club Package and Services.
18.7. Regarding the WordPress Open Source status, we take no responsibility in the core functionality of this framework other than for design updates, application of plugins, widgets, and Support. It’s entirely possible that bugs, security flaws and other errors including compatibility issues will occur, due to the sometimes unknown and global open source contributions to WordPress and associated applications. These instances are entirely out of Web Cub’s control and may arise with future releases of WordPress software updates and different versions of plugins and widgets.
18.8. Whilst we take care and proper conduct in our role to update and Service the Web Club Packages, we do not take any responsibility for such issues arising from defect WordPress software and applications beyond our control, coupled with any losses that may be incurred. We also will not take responsibility if such WordPress software and applications were distributed and performed with intent and to effect malicious outcomes, beyond Web Club’s control.
18.9. The Client further agrees that Web Club is not and will not be held responsible or held accountable for any loss of data, all or partial income, credibility , business operation should the Web Club Package fail or cease to operate and perform in any such manner. The Client also agrees that Web Club in certain instances may not be able to retrieve and reinstall the Web Club Package, relevant data, information, graphics and or images for any reasons whatsoever, due to circumstances beyond Web Club’s control.
Limitation of Liability. The Services and the Web Club Packages are sold as part of the Web Club and as such, the maximum liability of Web club, its directors, officers, employees, design agents affiliates and Partners to a Client for damages for any and all causes whatsoever, and Client’s maximum remedy regardless of the form of action or whether in contract, tort or otherwise, shall be limited to the net profit of Web Club. In no event shall Web Club be liable for any lost data or Content, lost profits, business interruption or for any indirect, incidental, special, consequential, exemplary or punitive damages arising out of or relating to the materials or the Web Club Packages provided by Web Club, even if Web Club has been advised of the possibility of such damages, and notwithstanding the failure of essential purpose of any limited remedy.
You agree to defend, indemnify and hold harmless the Web Club Website, its affiliates, partners, and licensors and their respective officers, directors, employees, contractors, agents, and licensors from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) resulting from your violation of these Terms & Conditions or your use of the Website including, without limitation, any use of the Website’s Content, Services or goods purchased through the Web Club Website. You also agree to indemnify and hold Web Club, Management, subsidiaries, affiliates, successors, assigns, directors, officers, agents, Service providers, suppliers and employees, harmless from any claim or demand, including reasonable attorney fees and court costs, made by any third party due to or arising out of Content you submit, post or make available through the Service, your use of the Service, your violation of the Terms & Conditions, your breach of any of the representations and warranties herein, or your violation of any rights of another.
Each Party agrees that all information and materials disclosed by the Web Club and the Client regarding proposed business between the parties, including these Terms and Conditions and this Agreement and the existence of the discussion between Web Club and the Client, will b considered and referred to collectively in this Agreement as “Confidential Information”. Confidential Information does not include information that is now or subsequently becomes generally available to the public through no fault or breach on the part of either Web Club or the Client; either Web Club and the Client can demonstrate to have had rightfully in its possession prior to disclosure to the receiving party; is independently developed by either Web Club or the Client without the use of any Confidential Information; or either Web Club or the Client rightfully obtains from a third party who has the right to transfer or disclose it.
21. Severability & Non-Waiver
21.1. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall nevertheless remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid or enforceable provision.
21.2. Enforcement of these Terms & Conditions is solely in our discretion, and failure to enforce the Terms & Conditions in some instances does not constitute a waiver of our right to enforce them in other instances.
22. Force Majeure.
Web Club, Contractors or employees shall not be deemed in breach of this Agreement if Web Club is unable to complete the Web Club Package or any portion thereof by reason of fire, earthquake, labour dispute, act of God or public enemy, death, illness or incapacity of Web Club, state, federal, national or international law, governmental order or regulation or any other event beyond Web Club’s control (collectively, “Force Majeure Event”). Upon occurrence of any Force Majeure Event, Web Club Management shall give notice to the Client of its inability to perform or of delay in completing the Web Club Package and shall propose revisions to the schedule for completion of the Web Club Package.
23. Changes to Terms & Conditions
We may at any time in the future revise, modify and update these Terms & Conditions in our sole discretion. We will announce any such changes on our Website and you are expected to check this page from time to time to take notice of any changes we make, as they are binding onto you and your Web Club Package, at all times. Your continued use of the Web Club Package following the posting of revised Terms & Conditions constitutes your acceptance of the changes enacted and dated as such.
24. Governing Law & Jurisdiction
The Web Club Website and the Terms & Conditions will be governed by, and construed in accordance with the laws of the state of Victoria in Australia, without regard to its principles of conflict of laws. Any litigation, dispute or claim arising from or related to the use of the Web Club Website or Web Club Packages shall be subject to the jurisdiction of the courts of Victoria and the Federal Court of Australia and of any courts entitled to hear appeals for these courts specified.
25.1. All additional notices and requests to be given hereunder and shall be transmitted in writing by mail or electronic mail with return confirmation of receipt or by certified or registered mail, return receipt requested, and shall be sent to the addresses identified online at https://webclub.com.au/contacts/. Notices shall be effective upon receipt or in the case of email, upon confirmation of receipt.
25.2. The numbering and captions of the various sections are solely for convenience and reference only and shall not affect the scope, meaning, intent or interpretation of the provisions of this Agreement nor shall such headings otherwise be given any legal effect.
26. Your Comments and Concerns
All feedback, comments, relating to these Terms and Conditions or the Web Club Website should be directed to firstname.lastname@example.org
Terns & Conditions Updated 27/012019