Terms and Conditions

We offer Managed Website Services on a scoped, per-engagement basis. The specific features, inclusions, deliverables, and fees for your engagement will be set out in a Quote or Statement of Work issued by us and agreed to by you before work commences. We reserve the right to update our general service offerings from time to time, with 30 days written notice of any material changes affecting active subscribers.

Some services may require a one-off Setup Fee for website migration, new site builds (template or custom), or other initial configuration work. Setup Fees are quoted separately and are payable prior to commencement of work unless otherwise agreed in writing.

We will use reasonable care and skill in providing our Services in accordance with the Australian Consumer Law. Timeframes provided for any deliverables are estimates only, unless expressly agreed in writing as fixed deadlines. We will keep you informed of progress and any anticipated delays.

To enable us to deliver our Services, you agree to:

• Provide us with timely access to any content, materials, credentials, and information reasonably required
• Respond to requests for feedback, approvals, or decisions within a reasonable timeframe
• Ensure that any content or materials you provide do not infringe any third party's intellectual property rights or breach any applicable law
• Maintain the security of any login credentials we provide to you

Delays caused by your failure to meet these responsibilities may result in extended delivery timeframes and, where reasonable, additional fees.

For certain projects or engagements, we may issue a separate proposal, statement of work, or service agreement. Where such a document is agreed to by both parties, it forms part of the agreement between us and will prevail over these Terms to the extent of any inconsistency.

All prices are quoted in Australian dollars (AUD) and are inclusive of GST unless otherwise stated. Pricing for your engagement will be set out in the applicable Quote or Statement of Work agreed between the parties before work commences. We are not currently registered for GST; invoices will note accordingly.

We accept payment via credit or debit card (processed by Stripe Payments Australia Pty Ltd on our behalf) and by bank transfer against invoice. The applicable payment method will be confirmed at the time of engagement. Charges will appear on your bank or card statement as “SAMWISE STUDIO” or similar.

Managed Website Services are billed on a recurring basis (monthly or annually, depending on the plan selected). For card payments, your nominated card will be charged automatically on each billing date. For invoiced clients, payment is due within 14 days of the invoice date. Upon subscribing, you will receive a confirmation email setting out the subscription terms, billing amount, frequency, and instructions for cancellation. A receipt will be issued after each billing cycle.

Annual subscriptions are payable in advance for the full 12-month period. Annual plans may include a discount compared to the monthly rate, as set out in the applicable Quote or Statement of Work. Annual subscriptions are non-refundable after the first 14 days from the subscription start date, except where required by the Australian Consumer Law.

If payment is not received by the due date, we may charge interest on the overdue amount at the rate of 2% per month (or the maximum rate permitted by law, whichever is lower), calculated from the due date until payment is received in full. We may also suspend the provision of Services until all outstanding amounts are paid.

We may change our pricing from time to time. We will give existing subscribers at least 30 days written notice of any price increase. If you do not agree to a price change, you may cancel your subscription in accordance with Section 6.

You may cancel a monthly Managed Website Services subscription at any time by emailing support@samwise.studio with at least 30 days written notice. Your subscription will remain active until the end of the current billing period. No refunds are provided for partial billing periods.

Annual subscriptions may be cancelled within the first 14 days from the subscription start date for a full refund. After 14 days, annual subscriptions are non-refundable and will remain active until the end of the 12-month period, except where a refund is required under the Australian Consumer Law.

We may cancel or suspend your subscription or services immediately if:

• You breach these Terms and fail to remedy the breach within 14 days of receiving written notice from us
• You fail to pay any amount due under these Terms within 14 days of the due date
• You become insolvent, enter administration, or are otherwise unable to pay your debts as they fall due

Where we cancel for reasons other than your breach, we will provide a pro-rata refund for any pre-paid period remaining.

Upon cancellation of a Managed Website Services subscription:

• We will provide you with a reasonable opportunity (no less than 30 days) to export or retrieve your Content before it is removed from our systems
• Your website will be taken offline at the end of the notice or billing period, unless alternative hosting arrangements are made
• Any outstanding fees remain payable

You retain ownership of all Content you provide to us. By providing Content to us, you grant us a non-exclusive licence to use, reproduce, and display that Content solely for the purpose of delivering our Services to you.

Upon full payment of all applicable fees, all intellectual property rights in custom content, designs, and code created specifically for you as part of our Services are assigned to you. This assignment is automatic upon payment and does not require any further documentation.

We retain all intellectual property rights in our pre-existing tools, templates, frameworks, processes, and methodologies (“Our IP”). Where Our IP is incorporated into work delivered to you, we grant you a non-exclusive, perpetual, royalty-free licence to use Our IP solely as part of the deliverables provided to you. This licence does not extend to the use of Our IP independently or in connection with any other project.

Where our Services incorporate third-party software, themes, plugins, fonts, or stock media, your use of those materials is subject to the applicable third-party licence terms. We will use reasonable efforts to inform you of any such third-party licence requirements.

Nothing in these Terms excludes, restricts, or modifies any consumer guarantee, right, or remedy conferred on you by the Australian Consumer Law (Schedule 2 of the Competition and Consumer Act 2010 (Cth)) or any other applicable law that cannot be excluded, restricted, or modified by agreement.

Where our Services are not of a kind ordinarily acquired for personal, domestic, or household use or consumption, our liability for failure to comply with a consumer guarantee is limited, at our option, to:

• The re-supply of the Services; or
• The payment of the cost of having the Services re-supplied.

To the maximum extent permitted by law, our total aggregate liability to you for any claim arising out of or in connection with these Terms or our Services (whether in contract, tort, negligence, or otherwise) is limited to the total fees paid by you to us in the 12 months immediately preceding the event giving rise to the claim.

To the maximum extent permitted by law, we are not liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, loss of revenue, loss of data, loss of business opportunity, or loss of goodwill, arising out of or in connection with these Terms or our Services, even if we have been advised of the possibility of such damages.

You are responsible for maintaining backups of your Content. While we take reasonable steps to protect data in our care, we do not guarantee against data loss and are not liable for any loss or corruption of your Content except to the extent caused by our negligence.

These Terms, together with any separate proposal, statement of work, or service agreement, and our Privacy Policy, constitute the entire agreement between you and us in relation to the subject matter of these Terms. They replace all prior representations, agreements, and understandings (whether written or oral).

If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision will be severed from these Terms and the remaining provisions will continue in full force and effect.

A failure or delay by either party to exercise any right or remedy under these Terms does not constitute a waiver of that right or remedy. A waiver is only effective if it is in writing and signed by the waiving party.

You may not assign or transfer any of your rights or obligations under these Terms without our prior written consent. We may assign our rights and obligations under these Terms to a successor in connection with a sale or transfer of our business.

Any notice required or permitted under these Terms must be in writing and may be given by email. Notices to us should be sent to support@samwise.studio. Notices to you will be sent to the email address you have provided to us. A notice is taken to be received at the time it is sent by email, unless the sender receives an automated notification of delivery failure.

These Terms are governed by the laws of South Australia and the Commonwealth of Australia. Each party irrevocably submits to the non-exclusive jurisdiction of the courts of South Australia.