VisionWeb

Terms of Service

Last Updated: April 28, 2025

Please read these Terms of Service ("Terms", "Terms of Service", "Terms of Use", "Terms and Conditions") carefully before using the visionweb.com.au website (the "Service") operated by VisionWeb ("us", "we", or "our").

Your access to and use of the Service is conditioned on your acceptance of and compliance with these Terms. These Terms apply to all visitors, users and others who access or use the Service.

By accessing or using the Service you agree to be bound by these Terms. If you disagree with any part of the terms then you may not access the Service.

1. VisionWeb WEBSITE SERVICES

What is the VisionWeb Website Services solution?

1.1. VisionWeb Website Services is a cloud-based "Do it For Me" website and digital marketing solution for small to medium-sized businesses. VisionWeb Website Services can design, build, host and manage your website and digital marketing campaigns and provide general and personalised content, website hosting services, access to software for managing the website, help and support tools, and e-commerce and customer management tools (collectively, referred to as the "Services") directly and through the website and associated domains of VisionWeb (the "Website" or "Site").

1.2. To be able to use VisionWeb Website Services, you must accept and comply with these terms, including specifically the terms and conditions set out in section 6 below ("Terms of Service").

1.3. VisionWeb Website Services is available through the VisionWeb Website.

2. SERVICE FEATURES

2.1. The full description of VisionWeb Website Services, including website plans, digital marketing services, the features and additional services (also referred to as "Add-Ons") are set out on the VisionWeb Website Services product page (https://visionweb.com.au/).

2.2. After you have signed up, we may call, email, SMS or otherwise contact you for onboarding service purposes, initial training (where this is included in your Service) and for other purposes relevant to carrying out the VisionWeb Website Services.

3. PLANS AND CHARGES

3.1. Contract Term: Your VisionWeb Website Services PRO and Ecom Website Plans and Digital Marketing Plans are offered on a casual month-to-month subscription.

3.2. Monthly charge in advance: We charge you for each month in advance for VisionWeb Website Services.

3.3. Website Plans:
3.3.1. The costs and inclusions for the Website Plans are outlined on the https://visionweb.com.au/pricing page
3.3.2. VisionWeb may promote other VisionWeb Website Services products and services to you during the tenure of your Website Plan.

3.4. Publishing your Website:
3.4.1. We must receive your Website brief and final approval of your Website to enable us to publish your Website to your nominated domain.
3.4.2. If we have not received final approval for your Website within 30 days of purchasing your VisionWeb Website Services Website Plan, we will publish a draft version of your Website based on your brief.

3.5. We may cancel your VisionWeb Website Services Plan:
3.5.1. We may cancel your VisionWeb Website Services Plan if you do not provide us with your:
3.5.1.1. Website brief within 30 days of purchasing your VisionWeb Website Services Website Plan, or
3.5.1.2. final approval of your Website within 6 months of purchasing your VisionWeb Website Services plan.
3.5.2. When we cancel your VisionWeb Website Services plan before we have provided the Service to you, we can charge you any reasonable costs we incurred as a result of preparing to provide the service to you.

3.6. You may cancel your VisionWeb Website Services plan:

3.6.1. You may cancel your VisionWeb Website Services Plan at any time. You will be required to pay all remaining charges for the billed month (which may include the full month charge for the month in which you cancel). This is only applicable and valid after 1 year from the date of enrolment to any plan.

3.6.2. Early Termination Fee: If you cancel your VisionWeb Website Services Plan before completing 12 months from the date of enrolment, you will be liable to pay an early exit fee of $1,000 AUD + GST. This early termination fee is in addition to any other charges for the billed month as described in section 3.6.1.

3.6.3. After completing 12 months from the date of enrolment to any plan, you may cancel without incurring the early termination fee specified in section 3.6.2, though you will still be responsible for charges as described in section 3.6.1.

3.7. Add-Ons:
3.7.1. You may add Add-Ons to your VisionWeb Website Services Plan from time to time through the portal.
3.7.2. You may cancel your Add-Ons at any time. You will be required to pay all remaining charges for the billed month.
3.7.3. If you cancel your Add-Ons, your Plans will continue until you cancel them.

3.8. Service Hour:
3.8.1. Service Hour is an Add-On comprising custom work on your VisionWeb Website.
3.8.2. If you request the Service Hour Add-On, you will be provided a quote via email outlining the services and deliverables that form part of your Service Hour Add-On and the charges for those services and deliverables.
3.8.3. There is no obligation for you to proceed with the quote. However, we are not obliged to provide the Service Hour Add-On (or any services or deliverables that form part of the Service Hour Add-On) to you unless and until you and we separately agree to that quote.
3.8.4. You may request changes to the services and deliverables that form part of your Service Hour Add-On at any time prior to agreeing to a quote for the Service Hour Add-On with us. Any changes after you and we agree to a quote for the Service Hour Add-On may attract additional charges.

4. THIRD PARTY SERVICE PROVIDERS

4.1. You acknowledge that we may rely on third-party service providers. You must comply with the following terms in this section 4, which we are required by our third-party service providers to impose on you.

4.2. Google Terms and Google Ads Terms
4.2.1. You warrant and represent that you will at all times comply with all terms set out in this section 4.2 in connection with any advertising via Google Ads.
4.2.2. You will defend and indemnify us (and our directors, officers, employees, affiliates, and agents) from and against any loss or damage that we suffer or incur and that arises naturally (that is, according to the usual course of things) as a result of all claims, demands, suits, or other assertions of rights by any third party, and all resulting judgments, settlements, and expenses (including attorneys' fees and costs) (Claims), that arise out of or relate to the Google Ads advertising service, except to the extent the Claim is caused or contributed to by us. We will take reasonable steps to mitigate our loss or damage in connection with such a Claim. You acknowledge and agree that this indemnity is not subject to any cap set out in this agreement.
4.2.3. You warrant and represent that you have read, understood and will at all times comply with all Google Ads Terms and Conditions as amended from time to time and Google Policies as set out at https://support.google.com/Adspolicy/answer/54818?hl=en (Google Terms).
4.2.4. You acknowledge that VisionWeb is separately required to comply with Google Terms and Google Policies and you warrant and represent that you will take all actions necessary to enable VisionWeb's compliance.
4.2.5. Without limiting sections 4.2.1 to 4.2.4 above in any way, you acknowledge you have read, understood, and agree to comply with Google's "Working with a third-party disclosure notice" at https://support.google.com/adspolicy/answer/9457109?.

4.3. Microsoft Advertising Terms
4.3.1. You warrant and represent that you will at all times comply with the terms set out in this section 4.3 in connection with any advertising via Microsoft Advertising.
4.3.2. You will defend and indemnify us (and our directors, officers, employees, affiliates, and agents) from and against any loss or damage that we suffer or incur and that arises naturally (that is, according to the usual course of things) as a result of all Claims that arise out of or relate to your participation in the use of the Microsoft Advertising service, except to the extent the Claim is caused or contributed to by us. We will take reasonable steps to mitigate our loss or damage in connection with such a Claim. You acknowledge and agree that this indemnity is not subject to any cap set out in this agreement.
4.3.3.
Data and content: Any information that you submit to us or to Microsoft in connection with any advertising via Microsoft Advertising, including registration information and other information about your company, will be subject to the terms of Microsoft's privacy policy, found at this link: https://privacy.microsoft.com/en-ca/privacystatement. By entering into this agreement, you agree to Microsoft's collection and use of your personal information in accordance with such policy, including the use of your personal information to send email updates and other information from Microsoft and its affiliates. If you provide us with any content in connection with your participation in the Microsoft Advertising product, then you grant Microsoft and its affiliates a worldwide, royalty-free, sub-licensable, license to use, host, store, reproduce, modify, create derivative works, publicly perform, publicly display, and distribute such content solely for the purpose of operating, promoting, and improving its programs and services. This license continues even if you stop participating in the Microsoft Advertising service. You retain all rights you may have in your content. You represent and warrant that you have the necessary rights to grant this license for any content you submit.
4.3.4.
Termination: You acknowledge and agree that Microsoft may terminate your participation or our participation in Microsoft Advertising at any time for any or no reason, in its sole discretion. Upon such termination, you must immediately stop accessing the Microsoft Advertising functions made available under this agreement and stop using any related services and materials.
4.3.5.
Microsoft Advertising Agreement: You agree to the terms of the Microsoft Advertising Agreement at: https://about.ads.microsoft.com/en-us/resources/policies/microsoft-advertising-agreement.

4.4. Facebook Terms and Policies
4.4.1. You warrant and represent that you will at all times comply with the terms set out in this section 4.4 in connection with any advertising via Facebook ads.
4.4.2. You will defend and indemnify us (and our directors, officers, employees, affiliates, and agents) from and against any loss or damage that we suffer or incur and that arise naturally (that is, according to the usual course of things) as a result of all Claims that arise out of or relate to your participation in the use of the Facebook ads service, except to the extent the Claim is caused or contributed to by us. We will take reasonable steps to mitigate our loss or damage in connection with such a Claim. You acknowledge and agree that this indemnity is not subject to any cap set out in this agreement.
4.4.3. You warrant and represent that you have read, understood and will at all times comply with all Facebook Terms as amended from time to time as at https://www.facebook.com/legal/commercial_terms and at https://www.facebook.com/legal/terms (Facebook Terms).
4.4.4. You warrant and represent that you have read, understood and will at all time comply with Facebook's Advertising Policies as set out at https://www.facebook.com/policies/ads and Facebook's Community Standards at https://www.facebook.com/communitystandards (Facebook Policies).
4.4.5. You acknowledge that VisionWeb is separately required to comply with Facebook Terms and Facebook Policies and you warrant and represent that you will take all actions necessary to enable VisionWeb's compliance.

4.5. Other third party terms
4.5.1. If you are subscribed to any Plan or any Add-On, you warrant and represent that you (and each of your end users) have read, understood and accept all third party end-user terms set out (as updated from time to time), and will at all times comply with these third party end-user terms.

5. TERMS OF SERVICE

5.1. Definitions and Interpretation

In these Terms of Service, unless the subject matter or context requires otherwise, the following words and expressions shall have the meanings respectively assigned to them below:

  • "we" or "us" mean VisionWeb, its affiliates, subsidiaries and our directors, officers, employees and agents or licensors and other commercial partners and their directors, officers, employees and agents
  • "you" means the person or entity who uses the solution and accepts our hosting and support services and includes your directors, officers, employees and agents, as the case may be
  • "Consequential Loss" means any Loss suffered or incurred by the other party in connection with this agreement that does not arise naturally (that is according to the usual course of things) from the event giving rise to the Loss and can include but is not limited to loss of profit, loss of reputation, loss of goodwill, loss of sales, loss of data
  • "Content" means information, material, content, language, imagery, links or other similar things
  • "Contract" means the agreement formed between you and us by your use of the Software and the acceptance of the Service and our support services identified in section 5 in accordance with these Terms of Service
  • "Documentation" means the operating manuals and other printed materials relating to the Software including but not limited to users' manuals, programming manuals, modification manuals, flow charts, drawings and software listings, which are designed to assist or supplement the understanding or application of the Software
  • "Force Majeure" means any circumstances beyond our or your reasonable control including but not limited to storm, tempest, fire, lightning, above average levels of rainfall, flood, other inclement weather, earthquake, volcanic eruption, acts of God or enemies, declared or undeclared war, piracy, riot, sabotage, terrorism, civil disturbance, power failure, shortage of fuel, labour dispute, strike, lock-out, other industrial disturbance, Denial of Service ("DOS"), Distributed Denial of Service ("DDOS") attack, third party provider outages, cable cuts and material changes in the law but excludes the inability, for whatever reason, to make any payments in accordance with these Terms of Service
  • "GST" means the goods and services tax as provided by the GST law
  • "GST Act" means the A New Tax System (Goods and Services Tax) Act 1999 as it stands from time to time
  • "GST law" means the GST Act and associated legislation including without limitation delegated legislation
  • "the Installation Date" means the date of installation of the Software on our equipment
  • "Intellectual Property Rights" mean any copyright rights, trade mark rights, design rights, patent rights, semiconductor or circuit layout rights or any proprietary rights similar to any of the aforesaid rights
  • "Loss" means loss, damage, liability, charge, expense, outgoing, payment or cost of any nature of kind, including legal and other professional costs
  • "notice" means a written notice, consent, approval, direction, order or other communication
  • "Personal Information" has the same meaning as that given to this term in the Privacy Act 1988 (Cth)
  • "post" and "posting" means posting, uploading, contributing, submitting, transmitting, publishing or otherwise disseminating
  • "Pricing Schedule" means the list of our fees, charges and costs published on our website
  • "Service" means our managed hosting service to host the Software on the Website outlined in section 5.4
  • "Software" means our software program marketed under the name VisionWeb Website Services or any other name which replaces that name from time to time

Interpretation

  • A reference to any legislation or legislative provision includes any statutory modification or re-enactment of, or legislative provision substituted for, and any subordinate legislation issued under, that legislation or legislative provision.
  • Headings in these Terms of Service are used for convenience only and are to be disregarded in the interpretation of these Terms of Service.

5.2. Supply of the Service and Material and Payments

5.2.1. All material and Services available on the Site, and all material and Services we provide by or through VisionWeb Website Services, our affiliates, subsidiaries, employees, agents, licensors or other commercial partners including, but not limited to the domain, software, all informational text, software documentation, design of and "look and feel," layout, photographs, graphics, audio, video, messages, interactive and instant messaging, design and functions, files, documents, images, or other materials, whether publicly posted or privately transmitted as well as all derivative works thereof (collectively, the "Materials"), are owned by us or other parties that have licensed their material or provided services to us, and are protected by copyright, trademark, trade secret and other Intellectual Property Rights. For the avoidance of doubt, this section excludes the material you have added to your Site yourself which you own the Intellectual Property Rights (such as your wording or photographs owned and provided by you on the Site). You must use the Service and Materials through a user identification reference provided by VisionWeb Website Services ("User ID") to the extent, and only to the extent, necessary to access and use the Services in accordance with the terms of this Agreement.

5.3. License to use Service

5.3.1. We hereby grant you a non-exclusive, limited, non-transferable license to use the Service and Material on a monthly basis subject to payment of all moneys payable under these Terms of Service by you to us until such time as the Contract is terminated in accordance with section 5.12.

5.3.2. You acknowledge that there is no transfer of title or ownership to you of the Software, Material and the Documentation or any modifications, updates or new releases of the Software, Material and the Documentation.

5.3.3. You may only use the Service and Material in accordance with the normal operating procedures which we notify to you.

5.3.4. Except to the extent specified to the contrary in these Terms of Service, we will not be obliged to support the Service and Material, whether by providing modifications, updates, new releases or enhancements of the software or otherwise.

5.3.5. You must not copy, alter, modify or reproduce the Service and Material except to the extent otherwise authorised by these Terms of Service or as expressly authorised under Part III Division 4A of the Copyright Act 1968 (Cth).

5.3.6. You must not copy or reproduce the Service and Material or the Documentation by any means or in any form without our prior written consent.

5.3.7. If you modify or alter the Service and Material with our permission:
5.3.7.1. you will be solely responsible for the costs associated with the modifications or alterations and the costs arising out of the investigation of the effects of the proposed modifications or alterations; and
5.3.7.2. you must indemnify and keep us indemnified from and against all and any losses, claims, damages, actions, suits, demands, costs (including reasonable legal costs and disbursements), interest, charges and expenses of any kind whatsoever ("Losses") which we may suffer or incur or be called upon to suffer or incur that arise naturally (that is, according to the usual course of things) if such modifications or alterations infringe any Intellectual Property Rights of a third person, except to the extent the modifications or alterations that infringe any Intellectual Property Rights of a third person are caused or contributed to by us. We will take reasonable steps to mitigate our Losses suffered or incurred in connection with any modifications or alterations that infringe any Intellectual Property Rights of a third person.

5.3.8. The Service and Material as modified or altered will remain our property in all respects, whether modified by you, us or a third party and whether or not authorised pursuant to these Terms of Service. Specifically, you assign to us any Intellectual Property Rights arising out of any modifications to the Service and Material made by you and you must procure the assignment to us of all Intellectual Property Rights arising out of any modifications to the Service and Material made by any third party at your direction.

5.3.9. You must on demand by us execute and procure any third party to execute all such documents and perform all such other acts as are necessary in order to give effect to section 5.3.8.

5.3.10. We will not be obliged to provide any support services in respect of the Service and Material which has been modified by you but may at our sole discretion elect to do so.

5.3.11. You must not reverse engineer, reverse assemble or reverse compile or directly or indirectly allow or cause a third party to reverse assemble or reverse compile the whole or any part of the Service and Material.

5.3.12. You will be solely responsible for the use, supervision, management and control of the Service and Material and the Documentation.

5.3.13. You must ensure that the Service and Material are protected at all times from theft, misuse, damage, destruction or any form of unauthorised use.

5.3.14. We may from time to time update the Service and Material for many reasons including but not limited to:
5.3.14.1. maintaining security compliance;
5.3.14.2. fixing bugs or problems in previous versions of the Software; and
5.3.14.3. enhancing functionality or features.

5.3.15. Subject to the Australian Consumer Law provisions in the General Terms of Our Customer Terms, we will not be liable to you for any costs arising from the effect any update may have on any code which is not provided by us and for any modifications to any such code to restore functionality, except to the extent our (or our contractors') negligence or breach of Our Customer Terms caused or contributed to the requirement for any modifications to any such code to restore functionality.

5.3.16. In addition to any other remedies available to us under these Terms of Service or otherwise, any unauthorised use, alteration, modification, reproduction, publication, disclosure or transfer of the Service and Material will entitle us to any available equitable remedy against you.

5.4. Our Managed Website Hosting service

5.4.1. You must:
5.4.1.1. comply with any additional terms and conditions of use (apart from those contained in these Terms of Service) which may apply to the Service and which we notify you of from time to time and also any reasonable directions which we give you from time to time regarding its use. If any such additional terms and conditions are unacceptable to you, you will be entitled to terminate the Contract pursuant to section 5.12.1;
5.4.1.2. keep secret and secure your identification and log-in information for accessing and using the Service;
5.4.1.3. keep confidential and not disclose to anyone any information belonging to us; and
5.4.1.4. ensure that our remote access to your systems is not blocked or prevented in any way.

5.4.2. You must not post any Content on or through your website, or through any other component of the VisionWeb Website Services:
5.4.2.1. unless you hold all necessary rights, licenses and consents to do so;
5.4.2.2. that would cause you or us to breach any law, regulation, rule, code or other legal obligation; or
5.4.2.3. that would bring our name and/or the Service into disrepute.

5.4.3. Subject to the Australian Consumer Law provisions in the General Terms of Our Customer Terms, you will be personally and solely responsible and liable for all Content which you post on or through your website, or through any other component of the VisionWeb Website Services, and with regard to your interactions with other persons.

5.4.4. You must not post Content on or through your website, or through any other component of the VisionWeb Website Services, that:
5.4.4.1. promotes racism, hatred, bigotry, blasphemy, discrimination, encourages violence against any person or groups or any illegal or unlawful activities;
5.4.4.2. is abusive, offensive, obscene, vulgar, harmful, threatening, harassing, sexually explicit, defamatory, fraudulent or otherwise unlawful or objectionable;
5.4.4.3. is inaccurate, misleading or false and if any Content which you post subsequently becomes inaccurate, misleading or false, you must promptly notify us and make all necessary corrections;
5.4.4.4. infringes or violates another person's legal and moral rights including but not limited to Intellectual Property Rights and rights of privacy and publicity;
5.4.4.5. you do not have a right to post including but not limited to Content which you are prohibited by law or under contractual or fiduciary relationships (such as insider information and proprietary and confidential information) from posting or which infringes the trade secret or proprietary rights of any person;
5.4.4.6. contains viruses, Trojan horses, worms, time bombs, computer codes, files or programs designed to interrupt, destroy or limit the functionality of any computer software or other harmful or disruptive mechanisms or devices which may cause financial or other Loss to us and others;
5.4.4.7. constitutes phishing, trolling, junk mail or which breaches any legislation relating to spam emails or which amounts to similar unlawful conduct; and
5.4.4.8. is otherwise unlawful.

5.4.5. Notwithstanding section 5.4.4, you must specifically not use the VisionWeb Website Service in any way:
5.4.5.1. for any illegal or fraudulent activities including activities which may breach any legislation relating to intellectual property matters, discrimination, criminal activities, defamation or otherwise;
5.4.5.2. which is likely to interfere with or disrupt our or other internet users' or their service providers' activities and their respective computers or other hardware or software including but not limited to sending, distributing, publishing, reproducing and spreading computer worms, Trojans, viruses, unsolicited mass emails, promotions, advertisements, announcements or other material constituting spam and any other matters which are similar to any of the aforesaid things;
5.4.5.3. to send obscene, indecent, harassing, offensive or threatening emails; and
5.4.5.4. to access another person's computer or network without written authorisation.

5.4.6. You must not post on or through your website any Content, or through any other component of the VisionWeb Website Services, that we reasonably consider to be in competition with our business without our express written consent.

5.4.7. We will notify you and you consent to, prior to removing any Content which we in our absolute discretion believe may be unlawful or not permitted under these Terms of Service or which any third party requests us to remove on what we believe, in our absolute discretion, to be reasonable grounds.

5.4.8. We will make a full backup of your website files daily for website restoration purposes only and will retain that backup for a period of thirty (30) days after which time that backup will be deleted from our servers. If data is lost due to your act or omission, we will use reasonable endeavours to recover lost data from the most recent backup archive and will advise you in advance of any applicable fees we may charge for the recovery depending on the complexity of the recovery. You may choose to not proceed with the recovery if you do not wish to pay any applicable fees.

5.4.9. If you exceed your permitted storage space under the plan you have subscribed to, you must upgrade the plan you have subscribed to. You acknowledge that the storage capacity on email is 5GB.

5.4.10. If you elect to install third party software and seek our assistance in connection with the installation of that software, you:
5.4.10.1. must pay us any applicable fees we charge to assist you with the installation of third party software, which we will advise to you prior to the installation. You may choose to not to receive any assistance from us in connection with the installation if you do not wish to pay any applicable fees;
5.4.10.2. represent and warrant to us that you have or will have the right to use and install that third party software, that you have paid or will pay any relevant fees pertaining thereto and that the third party software does not infringe the Intellectual Property Rights of any person; and
5.4.10.3. agree to indemnify and keep us indemnified from and against all and any Losses which we may suffer or incur or be called upon to suffer or incur arising naturally (that is, according to the usual course of things) as a result of assisting you with the installation of the third party software, except where the Loss is caused or contributed to by us. We will take reasonable steps to mitigate our Losses suffered or incurred in connection with the installation of the third party software.

5.4.11. If your website is the target of a Distributed Denial of Service Attack ("DDoS") or any similar attack or threat, you agree to:
5.4.11.1. Us using reasonable endeavours in taking such mitigation measures including but not limited to taking your website offline, moving your website to a quarantine server, implementing access control lists ("ACL"), IP filtering and IP blocking as we, in our absolute discretion, consider to be necessary, with or without prior notice to you, and subject to the Australian Consumer Law provisions in the General Terms of Our Customer Terms without us becoming liable in any way to you for any Consequential Loss, delay, disruption or interruption of Service, except to the extent caused by our negligence or breach of contract; and
5.4.11.2. to any mitigation measures taken by us remaining in place until your website experiences at least forty-eight (48) hours of continuous non-malicious "normal" traffic.

5.4.12. Any confidential information belonging to you including but not limited to inventory information and images entered by you or your customers on your website is and will remain your property. For the avoidance of doubt, this section doesn't apply to images supplied to you by us (or our partners), which will not be owned by you.

5.4.13. Subject to the Australian Consumer Law provisions in the General Terms of Our Customer Terms, if your website, or any other component you are using of the VisionWeb Website Services, contains links to websites of third parties including but not limited to advertisers which are not under our control ("Third Party Sites"), you agree that:
5.4.13.1. we will not be responsible or liable for any content or for any updates or changes to Third Party Sites and any content posted on such Third Party Sites;
5.4.13.2. all dealings between you and the operators and owners of any Third Party Sites are at your risk; and
5.4.13.3. to the full extent permitted by law, we will not be liable for any claims, Losses or damages of any kind which you may directly or indirectly incur by dealing with the operators and owners of any Third Party Sites, except to the extent our (or our contractors') negligence or breach of Our Customer Terms causes or contributes to any of the circumstances set out in sections 5.4.13.1 to 5.4.13.2 above.

5.4.14. Our payment terms are contained in our invoices. Any invoice which is not paid in full by the due date will result in access to your website, email addresses and domain name being blocked and/or any other component of the VisionWeb Website Services being suspended until the full amount of the invoice is paid. If your service is suspended for non-payment of an account within our specified payment terms it may take up to forty-eight (48) hours for your service to be unsuspended.

5.5. Service Levels

5.5.1. We will use reasonable endeavours to make our network available ninety-nine per centum (99.0%) of the time in each month (twenty-four (24) hours per day) except where any of the following performance issues apply:
5.5.1.1. where factors outside our reasonable control disrupt the network;
5.5.1.2. where your act or omission or any act or omission of any third party not associated with us disrupts our network e.g. where there is a DDoS attack on your website or on another person's website hosted on the same server;
5.5.1.3. where the disruption is caused by your equipment or a third party's (other than our subcontractors) equipment;
5.5.1.4. where the disruption is caused by a software issue beyond our control;
5.5.1.5. where the disruption results from our scheduled maintenance and/or updating programs in respect of the Software, the Website, any other service of VisionWeb Websites Services and our network.

5.5.2. For the avoidance of any doubt, the measurement of network availability expressly excludes downtime caused by any of the performance issues identified in sections 5.5.1.1 to 5.5.1.5 inclusive.

5.6. General Search Engine Rankings

5.6.1. You acknowledge that as the popularity of a website in any major search engine is determined by a number of factors outside our control, we do not guarantee any search engine rankings from any of the Services provided as part of VisionWeb Website Services.

5.6.2. We may, on your request and in our absolute discretion, provide you with limited advice on how you may generally improve your search ranking.

5.6.3. Apart from any limited general advice we provide as outlined section 5.6.2, if you require us to provide specific search engine optimisation Services, we will provide such Services at the fee charged by us for that Service.

5.7. Credit Card Processing and Sensitive information

5.7.1. Subject to the Australian Consumer Law provisions in the General Terms of Our Customer Terms, if you choose to store credit card information or other sensitive information on your website, you do so at your own risk and we do not accept any liability for any Loss suffered by you in respect thereof, except to the extent our (or our contractors') negligence or breach of Our Customer Terms causes or contributes to such Loss.

5.8. Assignment and Subcontracting

5.8.1. Your rights, duties and obligations under the Contract are personal to you may not be assigned or disposed of by you in any manner whatsoever, unless you obtain prior written approval from us.

5.8.2. We may assign our rights and obligations under the Contract without your consent to a third party with sufficient resources and financial capacity, if we obtain from the assignee a deed in your favour whereby the assignee agrees to be bound by the Contract as if the assignee were named in these Terms of Service as the other contracting party with you in place of us.

5.8.3. You must accept the deed identified in section 5.8.2 in full satisfaction and discharge of our obligations under these Terms of Service insofar as the same remains to be performed.

5.8.4. We may subcontract all or any part of our obligations under these Terms without your consent.

5.9. Force Majeure

5.9.1. Notwithstanding any other provision in these Terms of Service, neither you nor we will be liable for any failure to fulfil any provision in these Terms of Service if such fulfilment is delayed, prevented, restricted or interfered with as a result of Force Majeure.

5.9.2. If you are unable to perform your obligations or we are unable to perform our obligations due to Force Majeure, you or we, as the case may be, must:
5.9.2.1. notify the other as soon as reasonably practicable of any delay; and
5.9.2.2. use reasonable efforts to resume performance in accordance with these Terms of Service as soon as possible.

5.9.3. If Force Majeure continues for more than one (1) month, either you or we may terminate these Terms of Service forthwith by giving to the other a notice of termination in accordance with section 5.12.1.

5.10. Liability

5.10.1. To the full extent permitted by law and subject to the Australian Consumer Law provisions in the General Terms of Our Customer Terms, we exclude all liability in respect of loss of data, interruption of business or any consequential or incidental damages.

5.10.2. To the full extent permitted by law and subject to the Australian Consumer Law provisions in the General Terms of Our Customer Terms, we exclude all representations, warranties or terms (whether express or implied) other than those set out in these Terms of Service.

5.10.3. These Terms of Service must be read subject to any legislation which prohibits or restricts the exclusion, restriction or modification of any express or implied guarantees, warranties, conditions or obligations.

5.10.4. Subject to section 5.10.3, the Australian Consumer Law provisions in the General Terms of Our Customer Terms and otherwise to the full extent permitted by law, our liability to you for all Loss or damage suffered or incurred by you from any breach by us of these Terms of Service will be limited for each claim to the payments (excluding GST) made by you to us in respect of the Monthly License and Hosting Fees in the preceding period of twelve (12) months commencing on the date when your claim first arose.

5.11. Indemnity

5.11.1. To the full extent permitted by law, you must indemnify and keep us indemnified from and against all and any Losses which we may suffer or incur or be called upon to suffer or incur that arise naturally (that is, according to the usual course of things) as a result of a third party claim against us in connection with:
5.11.1.1. you have been negligent in your use of the Service;
5.11.1.2. any material or data that you have provided to us infringes the intellectual property rights of any third party; or
5.11.1.3. any violation by you of any applicable laws, rules or regulations, except to the extent the circumstances in sections 5.11.1.1 to 5.11.1.3 are caused or contributed to by us. We will take reasonable steps to mitigate our losses suffered or incurred by virtue of the circumstances in sections 5.11.1.1 to 5.11.1.3.

5.12. Termination

5.12.1. You may at any time terminate the Contract without for any reason and the Contract will end at the expiry of that billing period. We may at any time terminate the Contract upon giving at least two (2) month's prior written notice to you without any reason and the Contract will end at the expiry of that period.

5.12.2. Either you or we may terminate the Contract, effective upon the delivery of written notice of such termination to the other, if:
5.12.2.1. you fail to pay us any moneys payable hereunder within fourteen (14) days of receipt of a written demand for payment of the said moneys from the other; or
5.12.2.2. there is a continued and material breach by the other of any of these Terms of Service, provided that you or we have given the other seven (7) days prior written notice of such breach, the other has not remedied the breach within a reasonable period thereafter and it is possible for the other to take such remedial action;
5.12.2.3. there is an irremediable breach by the other of any of these Terms of Service; or
5.12.2.4. the other becomes insolvent, makes an assignment for the benefit of creditors or, if a corporation, shall go into administration or liquidation (otherwise than for the purpose of reconstruction or amalgamation) or has presented against it a petition for its winding up or does or omits to do any act matter or thing which constitutes a ground for a court to order that it be wound up or, if an individual, commits an act of bankruptcy or is made bankrupt.

5.13. Consequences of Termination

5.13.1. Any termination of the Contract is without prejudice to your rights against us or our rights against you in respect of any antecedent breach or non-observance of any of these Terms of Service.

5.13.2. Website Export Limitations: You acknowledge and agree that the VisionWeb Website Services platform is a proprietary hosted solution. Neither during the term of your subscription nor after termination will you be able to export or otherwise obtain a transferable copy of your website, its design elements, or individual pages. All website content, structure, and design elements exist solely within the VisionWeb portal and cannot be migrated to another platform.

5.13.3. Data Retention After Termination: Upon termination of your subscription for any reason, all data, analytics, statistics, and performance metrics associated with your website will be permanently deleted from our systems and cannot be recovered. We strongly recommend that you manually save or record any essential data prior to termination.

5.13.4. We will allow you until the end of your Contract term following termination of the Contract to download any content that you have personally uploaded to the website (such as text documents, PDFs, or images that you have provided) before we cancel the license for your website, domain and email addresses and remove your website and its contents and email addresses from our servers. Upon removal, you will no longer be able to access your website, domain and email addresses (if we created/provided them) from the end of your Contract term.
5.13.5. You must pay to us upon demand all fees and other moneys payable by you to us under these Terms of Service, which as at the date of termination of the Contract is or becomes due and payable by you to us.

5.14. Notices

5.14.1. Any notice or other communication given by either you or us under these Terms of Service:
5.14.1.1. must be in writing and for this purpose email will constitute writing;
5.14.1.2. may, in addition to any other method of service by law, be sent by email to any email address of the addressee shown in any correspondence or documents between the addressee and the sender and for this purpose you and we consent to this method of communication for the purposes of any legislation governing this method of communication; and
5.14.1.3. will be treated as given and received if sent by email before 3.00 p.m. on a day which is not a Saturday or Sunday or a holiday in the place of receipt, on the day it is sent and otherwise on the next day at the place of receipt provided that the sender requests a delivery receipt for the email and receives a mail system delivery report giving the date and time of delivery.

5.14.2. Any notice sent or delivered in accordance with section 5.14.1 will be treated as validly given to and received by the addressee notwithstanding that the addressee is absent from the place to which it is sent.

5.14.3. Any notice from either you or us may be given and signed by your lawyer or our lawyer, as the case may be, and any notice to you or us may be given to your lawyer or our lawyer, as the case may be, by any of the methods listed in this section 5.14 to the lawyer's business address.

5.15. General

5.15.1. If a provision of these Terms of Service is invalid or unenforceable it is to be read down or severed to the extent necessary without affecting the validity or enforceability of the remaining provisions.

5.15.2. Terms operating to our benefit following termination of the Contract under these Terms of Service, including sections 5.10, 5.11, 5.13 and 5.14, survive the termination of the Contract to the full extent permitted by law.

5.15.3. Apart from sections 5.12.2.1 and 5.12.2.2, time is not of the essence in these Terms of Service.

5.15.4. The Contract and these Terms of Service will be governed by and construed in accordance with the laws of the State of Victoria and the Commonwealth of Australia and each party hereby agrees to submit all disputes arising between them to the Melbourne Registry of any such Victorian or Commonwealth court as is competent to hear the matter.

5.16. Privacy

5.16.1. Except as required by law, you have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Personal Information you provide to us using the Service.

5.16.2. VisionWeb will treat Personal Information in accordance with our Privacy Policy (available at https://visionweb.com.au/privacy-policy).

5.16.3. To the extent we are required to process Personal Information in connection with the Service, and in addition to the matters set in our Privacy Policy:
5.16.3.1. you grant VisionWeb a license to collect, store and use your Personal Information for the purposes of providing the Service;
5.16.3.2. you consent to VisionWeb receiving, sharing and disclosing Personal Information arising from your use of the Service with telecommunications or other third party service providers used in conjunction with the Service;
5.16.3.3. you confirm you are entitled to disclose the relevant Personal Information to us so that we may lawfully use, process and disclose the Personal Information required to provide the Service;
5.16.3.4. you warrant to us that (i) the terms and conditions applicable to the use of your website by third parties clearly advises those third parties of what Personal Information is collected from them and the security controls related to that collection (and storage) of that Personal Information by you, and (ii) you will at all times comply with your obligations to those third parties in respect of your use of any such Personal Information in accordance with your said terms and conditions;
5.16.3.5. you must ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and disclosure by us and our third party service provider as required under the Privacy Act;
5.16.3.6. you must comply with your obligations under our Privacy Policy, the Privacy Act 1988 (Cth) and any other applicable law in relation to the Personal Information you disclose to us in connection with your use of the Service.

6. ADDITIONAL DATA SECURITY AND CONFIDENTIALITY

6.1. Data Security: You acknowledge and agree that VisionWeb implements reasonable security measures to protect your data, but cannot guarantee absolute security against sophisticated attacks, hardware or software failures, or unauthorised access to our systems.

6.2. Your Security Responsibilities: You are responsible for maintaining the confidentiality of your login credentials and for all activities that occur under your account. You agree to notify VisionWeb immediately of any unauthorised use of your account or any other breach of security.

6.3. Confidentiality: Each party agrees that it will not disclose any Confidential Information of the other party to any third party without the prior written consent of the disclosing party, except as required by law or as reasonably necessary to perform its obligations under this agreement.

6.4. Confidential Information means any information disclosed by one party to the other that is marked as confidential or would reasonably be considered confidential under the circumstances, including but not limited to business plans, customer information, technical specifications, pricing, and financial information.

7. INTELLECTUAL PROPERTY PROTECTION

7.1. Customer Content: You retain all ownership rights to content you upload to your website ("Customer Content"). By uploading Customer Content, you grant VisionWeb a non-exclusive, worldwide, royalty-free license to use, reproduce, and display such content solely for the purpose of providing the Services.

7.2. VisionWeb IP: VisionWeb retains all right, title, and interest in and to the Services, including all related intellectual property rights. No rights are granted to you other than as expressly set forth in these Terms.

7.3. Feedback: If you provide suggestions, ideas, or feedback about our Services, we may use these for any purpose without obligation to you.

7.4. Copyright Infringement: VisionWeb respects the intellectual property rights of others and expects users of the Services to do the same. We will respond to notices of alleged copyright infringement that comply with applicable law and terminate the accounts of repeat infringers.

8. DISPUTE RESOLUTION

8.1. Initial Resolution: The parties shall attempt in good faith to resolve any dispute arising out of or relating to this agreement promptly by negotiation between executives with authority to settle the controversy.

8.2. Mediation: If negotiation fails to resolve the dispute within 30 days, either party may initiate mediation by providing written notice to the other party. The mediation shall be conducted in Victoria, Australia.

8.3. Arbitration: If mediation does not resolve the dispute within 60 days of the initiation of mediation, either party may commence legal proceedings in accordance with section 5.15.4.

8.4. Legal Fees: In any dispute resolution proceeding between the parties, the prevailing party will be entitled to recover its reasonable legal fees and costs from the non-prevailing party.

9. COMPLIANCE WITH LAWS

9.1. General Compliance: You represent and warrant that your use of the Services will comply with all applicable laws, regulations, and third-party rights, including but not limited to laws regarding the transmission of technical data exported from Australia or the country in which you reside.

9.2. Anti-Spam Compliance: You agree to comply with all applicable anti-spam laws and regulations, including the Spam Act 2003 (Cth), and not to use the Services to send unsolicited commercial messages.

9.3. Export Control: You agree to comply with all applicable export control laws and regulations in your use of the Services.

10. MODIFICATIONS TO TERMS

10.1. Updates to Terms: VisionWeb reserves the right to modify these Terms at any time by posting the revised terms on our website or by notifying you via email. Your continued use of the Services after such changes constitutes your acceptance of the revised Terms.

10.2. Material Changes: For material changes to these Terms, VisionWeb will provide at least 30 days' notice prior to the changes taking effect. If you do not agree to the modified terms, you must stop using the Services.

11. Contact

11.1. If you have any questions about these Terms, please contact us via contact form.