Terms of Service

1. Introduction

1.1 These Terms & Conditions (“Agreement”) govern the provision of all services, including but not limited to website design, development, digital marketing, consulting, and hosting services, by Fox & Lee Holdings Pty Ltd (“Fox & Lee,” “we,” “us,” or “our”) to you, the client (“you” or “your”).

1.2 By engaging Fox & Lee’s services, whether via a signed agreement, written confirmation, or electronic acceptance, you acknowledge that you have read, understood, and agree to be bound by these Terms & Conditions.

1.3 This Agreement, including any referenced policies or supplementary agreements, constitutes the entire agreement between the parties and supersedes all prior negotiations, agreements, understandings, and communications, whether written or oral.

1.4 Fox & Lee reserves the right to update, modify, or amend this Agreement at any time. Any modifications will become effective 30 days after notification via our website or by direct email to the client. Continued use of our services constitutes acceptance of the updated terms.

2. Ownership & Intellectual Property Rights

2.1 Ownership of Deliverables

2.1.1 Fox & Lee retains full ownership of all intellectual property, including but not limited to website code, graphics, written content, concepts, templates, and strategies, until full payment of all outstanding invoices.

2.1.2 Upon full payment, ownership of the final work product (excluding any third-party software, stock images, or licensed content) is transferred to you.

2.2 Third-Party Materials & Licensing

2.2.1 Any third-party assets, including but not limited to fonts, stock images, licensed plugins, and external software integrations, remain the property of their respective owners and are subject to their own licensing agreements.

2.2.2 If third-party software or materials are used in your project, it is your responsibility to comply with licensing terms and renewals.

2.3 Confidentiality & Non-Disclosure

2.3.1 All project details, pricing, strategies, and proprietary methodologies shared by Fox & Lee are considered confidential information. You may not disclose this information to third parties without explicit written consent from Fox & Lee.

2.3.2 Fox & Lee will maintain strict confidentiality regarding any proprietary information provided by you unless disclosure is required by law.

2.4 Marketing Rights

2.4.1 Fox and Lee retains the non-exclusive, royalty-free right to use client names, logos, testimonials, and case study content, and final project deliverables (including website design, visual assets, and project screenshots) for promotional purposes (e.g., website, pitch decks, advertising, and social media channels).

2.4.2 Right to Signature:

• Fox and Lee may display a signature, link, or credit on the final website or digital property created or managed by us.

2.4.3 Opt-Out Provision:

• Clients may opt-out of the Signature Right (2.4.2) or the Showcase Right (2.4.1, inclusion of project deliverables in social media/promotional materials) by providing explicit written notice to Fox and Lee.
• If no written objection is received, the client is deemed to have granted permission for these uses.

3. Client Responsibilities & Indemnification

3.1 Content & Compliance

3.1.1 You are solely responsible for ensuring that all materials (text, images, videos, files, etc.) provided to Fox & Lee do not infringe on third-party copyrights, trademarks, or intellectual property rights.

3.1.2 You agree to indemnify, defend, and hold Fox & Lee harmless against any claims, damages, losses, liabilities, and legal costs arising from the use of unauthorised materials or failure to comply with applicable laws.

3.2 Indemnification for Third-Party Claims

3.2.1 You agree to indemnify and hold Fox & Lee, its directors, employees, contractors, and agents harmless from any claims, liabilities, costs, or damages, including legal fees, arising out of:

• The content provided by you.
• Any third-party legal claims related to your website or marketing materials.
• Your failure to comply with privacy laws, consumer protection laws, eCommerce regulations, or accessibility requirements.

4. Non-Solicitation & Employment Restrictions

4.1 Restriction on Hiring Fox & Lee Employees & Contractors

4.1.1 You agree that during the term of engagement and for a period of 36 months following termination of services, you shall not directly or indirectly solicit, recruit, employ, or engage any employee, contractor, or subcontractor of Fox & Lee without prior written consent.

4.1.2 If this restriction is breached, you agree to pay liquidated damages of AUD $60,000 (GST exclusive) as a reasonable estimate of Fox & Lee’s recruitment, training, and operational costs.

5. Website Development, Hosting & SEO Disclaimer

5.1 Website Performance

5.1.1 Fox & Lee makes commercially reasonable efforts to develop websites optimised for search engine ranking. However, we do not guarantee specific search engine rankings, visitor traffic, or conversion rates, as these are influenced by external factors beyond our control.

5.1.2 Any alterations made by you or third parties post-delivery, including but not limited to unauthorised changes in code, plugins, or hosting environment, void all warranties and service guarantees.

5.2 Hosting & Server Management

5.2.1 If Fox & Lee provides website hosting services, you agree that:

• Hosting fees are billed on a monthly or annual basis.
• Late payments may result in service suspension or termination.
• Fox & Lee is not responsible for server downtimes caused by third-party providers.

5.2.2 If hosting is provided by a third party, Fox & Lee is not responsible for compatibility issues, performance degradation, or security vulnerabilities caused by the hosting provider.

5.3 Hosting Fair Use & Acceptable Use Policy

5.3.1 Purpose: To ensure equitable and high-performance service delivery across all client accounts, Fox & Lee operates under a Fair Use Policy for hosting, plugins, and support services.

5.3.2 Resource Allocation by Plan: Each Care Plan includes a specific allocation for disk storage and bandwidth to ensure optimal performance and fair resource distribution across our network. Clients are responsible for monitoring their usage and ensuring it remains within the limits of their selected plan.

• Essentials Plan: Includes up to 10GB of disk storage, 100GB of CDN bandwidth, and 100GB of monthly bandwidth.
• Pro Plan: Includes up to 25GB of disk storage, 250GB of CDN bandwidth, and 250GB of monthly bandwidth.
• Expert Plan: Includes up to 50GB of disk storage, 500GB of CDN bandwidth, and 500GB of monthly bandwidth.

5.3.3 Overage Charges: Clients whose usage exceeds the allocated resources for their plan will incur overage charges. Fox & Lee will notify the client upon exceeding their limits. Overage charges are billed as follows:

• Disk Storage: AUD $150 per month for each additional 10GB block.
• Bandwidth: AUD $100 per month for each additional 100GB block.
• CDN: AUD $150 per month for each additional 100 GB block.

Continued excess usage may result in an immediate plan upgrade, suspension, or repricing at Fox & Lee’s discretion.

5.3.4 eCommerce Website Requirement: Due to the increased resource demands and security considerations of transactional websites, all client sites with eCommerce functionality are required to be on a Pro Plan or higher. eCommerce functionality is defined as any feature or plugin that facilitates online payment processing, including but not limited to WooCommerce, Easy Digital Downloads, MemberPress, and direct payment gateway integrations such as Stripe or PayPal. Fox & Lee reserves the right to upgrade any eCommerce site on an Essentials Plan to the Pro Plan to ensure service stability and security. The client will be notified at least 30 days prior to any such mandatory upgrade.

5.3.5 Dual Access & Retroactive Overage Charges

• Clients maintain shared access to their hosted environments and websites, including the ability to make changes, upload content, and manage files at any time.
• Any overuse of disk storage, bandwidth, CDN data, or other resource allocations caused by client actions—including uploads or content modifications—will result in retroactive overage charges.
• Retroactive Billing Period: Fox & Lee reserves the right to backdate overage charges for a period of up to five (5) years to cover excessive or unauthorised usage beyond plan limits.
• Discretionary Adjustment: Fox & Lee may, at its discretion, apply discounts or adjust retroactive overage charges based on client plan status (e.g., annual plans) or other mitigating factors.
• Client Responsibility: It is the client’s responsibility to monitor their usage and ensure compliance with plan limits. Fox & Lee is not liable for costs incurred due to client actions, including the upload of large files or excessive content during shared access periods.

5.3.6 Plugin Usage

• Standard plugins such as Gravity Forms, Yoast SEO, and performance tools are included in Fox & Lee Care Plans.
• Specialised plugins (e.g., LMS platforms, social media integrations) may be billed separately.
• Clients will be advised in advance when a plugin falls outside standard coverage. Ongoing costs for such plugins will be passed through or added to monthly billing as appropriate.
• WooCommerce support is available exclusively on Pro and Expert Care Plans. Clients on lower plans who require WooCommerce functionality must upgrade prior to requesting support for WooCommerce-related features or issues.
• A list of included plugins is available upon request.
• If a plugin license is purchased by Fox & Lee on behalf of a client, a 10% surcharge will be applied to the plugin cost to cover management and administrative overhead.
• Clients may alternatively choose to purchase the license directly. However, in such cases, the client is solely responsible for managing the license, renewals, and any related support issues, as Fox & Lee will not have account-level access or authority to provide plugin-related assistance.

5.3.7 Support Scope Limitations

• Support tickets cover bug fixes, updates, and minor changes.
• New site builds, major redesigns, or app-level features cannot be requested via support and must be scoped separately.
• Unused support time does not roll over, accumulate, or carry forward.
• Unused time cannot be offset against future invoices, project work, or overage charges.
• Abuse of support may lead to limitations, repricing, or refusal of non-standard requests.

5.3.8 Prohibited & Excessive Use

• Clients may not use hosting for: malware, adult content, crypto mining, phishing, or high-risk applications.
• Custom scripts or integrations must be approved by Fox & Lee.
• Excessive CPU, bandwidth, or memory use may trigger account review.

5.3.9 Backup Usage Restrictions

• Fox & Lee provides daily backups strictly for disaster recovery and platform restoration.
• Hosting accounts may not be used for external file storage, media archives, or non-website backups.
• Misuse of storage for unrelated data may result in file removal, suspension, or reclassification of your plan.

5.3.10 Enforcement

• Fox & Lee enforces this policy at its discretion and reserves the right to adjust plans, pricing, or access based on usage patterns.
• Clients are encouraged to discuss special requirements in advance for custom arrangements.

5.4 Revisions & Feedback Management

5.4.1 Revision Requests: For website builds and other project-based services, Fox & Lee includes up to two (2) rounds of revision requests per project or site.

5.4.2 Bulk Processing Requirement: All feedback and revision requests must be consolidated and submitted in bulk to ensure efficient processing. Incremental or fragmented requests will not be accommodated.

5.4.3 Communication Channels: All feedback and change requests must be communicated in writing via email only (support@foxandlee..com.au). Requests sent via other channels (e.g., WhatsApp, Slack, text) will not be accepted.

5.4.4 Consolidation Timeline: Clients are responsible for consolidating all feedback and revisions within a ten (10) calendar day period after initial delivery or prior milestone completion. Once this window has passed, any outstanding revisions will be considered additional work and subject to a separate scope and fee agreement.

5.4.5 Additional Rounds & Charges: Any additional revision requests beyond the included rounds may be accommodated at Fox & Lee’s discretion and will incur additional charges as per standard hourly rates.

5.5 Design Iterations & Scope

6. Payment Terms, Cancellation, Late Fees & Refund Policy

6.1 Payment Schedule

6.1.1 Payments are due as per the agreed proposal or invoice schedule. All services require an initial deposit before commencement. Overage charges and hourly services are automatically billed to the client’s payment method on file at the start of each calendar month.

6.1.2 Final payment must be made before project completion or website launch.

6.2 Late Payment Fees

6.2.1 Late payments are subject to:

• Interest at 1.5% per month on overdue amounts.
• Service suspension for accounts overdue by more than 30 days.

6.2.2 If an account remains overdue for 60 days, Fox & Lee reserves the right to terminate services and seek legal recourse for outstanding payments.

6.3 Refund Policy

6.3.1 All deposits and milestone payments are non-refundable.

6.3.2 No refunds will be issued once services have commenced, unless Fox & Lee fails to deliver work as contractually agreed.

6.4 Overage Billing Terms

6.4.1 The standard hourly rate for all overage work is AUD $147 per hour, excluding GST, and is billed in 15-minute increments.

6.4.2 Overage work includes tasks requested outside of the client’s included plan scope, such as urgent fixes, custom development, additional plugin setup, or requests made via support that exceed the care plan’s standard limits.

6.4.3 Overage charges will be processed automatically via the card on file unless otherwise agreed in writing.

6.5 Cancellation Policy for Recurring Services

6.5.1 To ensure a smooth offboarding experience and uninterrupted support during the transition, a minimum 30-day cancellation notice is required for all recurring services, including but not limited to hosting, Care Plans, Growth Plans, and any other subscription-based services provided by Fox and Lee.

6.5.2 This notice period allows our team to plan the safe migration of your services, finalise billing, and ensure your account is properly closed without disruption.

6.5.3 Cancellation requests must be submitted in writing via email to support@foxandlee.com.au at least 30 days prior to the intended termination date. Full charges will continue to apply during this period.

6.5.4 While Fox and Lee may choose to waive this notice period on a case-by-case basis, it remains an enforceable condition unless explicitly waived in writing.

6.6 Care Plan Activation Timing

6.6.1 Care Plans will automatically commence 28 days after the proposal acceptance date, regardless of the project’s go-live status. This policy ensures momentum is maintained, encourages timely progress, and allows Fox and Lee to allocate resources efficiently.

6.6.2 Clients are granted a 4-week grace period following proposal acceptance during which Care Plan billing will not apply. If a project is delayed beyond this period, Care Plan fees will begin accruing as scheduled.

6.6.3 One-time exceptions may be granted upon request for genuine roadblocks. Clients must submit a written request for a pause of up to 14 days, subject to Fox and Lee’s approval.

6.7 Project Inactivity & Dormancy Policy

6.7.1 If no substantive client communication or project progress occurs for a continuous period of 90 days, Fox and Lee reserves the right to classify the project as inactive and place it on hold.

6.7.2 Upon entering inactive status:

• All timelines, deliverables, and pricing may be subject to re-scoping.
• A restart fee may apply if additional planning or rework is required.
• Any unpaid invoices will remain due and enforceable, regardless of project status.

6.7.3 Clients will be notified via email before the project is placed on hold, with a final notice issued at the 90-day mark. If no response is received within 14 days of the final notice, the project will be paused indefinitely.

6.7.4 Resuming an inactive project requires a written request. If the project has been inactive for more than 6 months, a new proposal and updated pricing may be required to continue.

7. Security, Data Breach & Cyber Liability

7.1 Security Measures

7.1.1 Fox & Lee employs commercially reasonable security measures to protect websites from cyber threats, but we do not guarantee immunity from hacking, malware, or security breaches.

7.2 Data Breach Liability

7.2.1 In the event of a data breach or hacking incident, Fox & Lee is not liable for loss of revenue, customer data, or reputational damage.

7.2.2 You are responsible for ensuring compliance with data protection laws (e.g., GDPR, CCPA).

7.3 Backup & Recovery Protocols

7.3.1 Fox & Lee performs daily website backups, which are securely stored on Google Cloud with a 90-day retention period.

7.3.2 In the event of a breach or data loss, Fox & Lee will restore the website from the most recent clean backup within a commercially reasonable timeframe, typically within 2 business hours.

7.3.3 While backups are provided, Fox & Lee does not guarantee data accuracy or completeness and recommends clients maintain their own data exports where applicable.

7.4 Incident Response Process

7.4.1 Upon notification or detection of a security incident, Fox & Lee will promptly:

1. Lock down access to the compromised system.
2. Investigate the root cause.
3. Remove any malicious code or vulnerabilities.
4. Restore the website to its most recent clean state.
5. Provide a summary of actions taken post-incident.

7.4.2 You acknowledge that Fox & Lee’s role is limited to restoring platform integrity and that additional forensics or notification obligations remain your responsibility.

7.5 Client Responsibilities

7.5.1 You are responsible for the security of any third-party integrations, plugins, or applications installed without Fox & Lee’s approval.

7.5.2 You are required to use secure passwords and access controls for all accounts and notify Fox & Lee immediately if a potential security issue is suspected.

7.6 General Limitation of Liability

7.6.1 Exclusion of Consequential Loss: To the maximum extent permitted by law, Fox and Lee shall not be liable for any indirect, special, incidental, punitive, or consequential damages, including but not limited to loss of revenue, loss of profits, loss of anticipated savings, loss of business opportunity, loss of data, or business interruption, arising out of or in connection with the provision of services, whether based on breach of contract, tort (including negligence), strict liability, or otherwise, even if Fox and Lee has been advised of the possibility of such damages.

7.6.2 Liability Cap: Fox and Lee’s total aggregate liability for any claim, loss, or damage arising out of or relating to this Agreement or the services provided hereunder shall not exceed the total amount paid by you to Fox and Lee in the twelve (12) months preceding the event giving rise to the claim.

7.6.3 Statutory Guarantees: Nothing in this Agreement excludes, restricts, or modifies any guarantee, right, or remedy conferred by the Competition and Consumer Act 2010 or any other applicable law that cannot be excluded, restricted, or modified by agreement. Where such liability cannot be excluded, Fox and Lee’s liability is limited, at its option, to the re-supply of the services or the payment of the cost of having the services re-supplied.

7.7 Analytics & Monitoring Tools

7.7.1 Fox and Lee may use third-party analytics and monitoring tools (such as Microsoft Clarity, Google Analytics, and other similar services) to gather technical and behavioural data about website usage. These tools assist in understanding how users interact with websites and improving overall user experience and performance.

7.7.2 Such tools may collect anonymised or aggregated information such as click activity, scrolling behaviour, and browser data. They do not capture sensitive information like passwords or payment details.

7.7.3 By engaging Fox and Lee’s services or using websites developed or maintained by Fox and Lee, you acknowledge and consent to the use of these analytics tools in accordance with our Privacy Policy.

7.7.4 Fox and Lee is not liable for any third-party misuse of data collected by these analytics tools. Clients are responsible for ensuring that their own privacy policies and consent mechanisms comply with applicable privacy and data protection laws.

8. Penetration and Security Testing

8.1 Prior Written Consent Required

You or any third party acting on your behalf are strictly prohibited from conducting any form of penetration testing, vulnerability scanning, or security assessment on any website, application, or infrastructure hosted or managed by Fox & Lee without obtaining our explicit prior written consent. To request consent, you must submit a detailed proposal at least thirty (30) days in advance, outlining the scope, methodology, timing, and the third-party vendor (if any) conducting the test.

8.2 Rules of Engagement

8.2.1 All approved penetration tests must be conducted in accordance with a mutually agreed-upon Rules of Engagement document. This document will specify the permitted testing window, target IP addresses and URLs, acceptable and prohibited testing techniques (e.g., denial-of-service attacks are strictly forbidden), and points of contact.

8.2.2 You and your third-party vendor must agree to perform testing in a manner that avoids disruption to our services and other clients. You are solely responsible for the actions of your chosen testing vendor.

8.3 Remediation of Findings

8.3.1 Upon completion of an approved test, you must provide us with the full, unredacted report of the findings. Fox & Lee will review the findings and classify them based on their severity and risk.

8.3.2 Fox & Lee will, within a commercially reasonable timeframe, provide a remediation plan for any identified and validated vulnerabilities that are directly within the scope of our service obligations. This plan will outline the proposed actions and an estimated timeline.

8.3.3 The costs associated with remediating vulnerabilities discovered through your penetration test will be handled as follows:

a. Pre-existing Vulnerabilities: For vulnerabilities in the core application or infrastructure managed by Fox & Lee,  remediation will be performed as part of your existing service agreement, subject to the overage billing terms for work exceeding your plan’s scope.

b. Client-Introduced Vulnerabilities: For vulnerabilities arising from custom code, third-party plugins, or configurations implemented at your request, remediation will be scoped as a new project and will be billable at our standard hourly rates.

8.4 Limitation of Liability for Testing

You acknowledge that penetration testing is designed to exploit system weaknesses and can cause damage to vulnerable systems. You agree that Fox & Lee shall not be liable for any damage, service interruption, data loss, or other negative consequences resulting from the penetration test. You are advised to fully back up your systems and data before any test.

8.5 Indemnification

You agree to indemnify, defend, and hold Fox & Lee harmless from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or related to the penetration testing activities conducted by you or your third-party vendor, including but not limited to any claims from third parties alleging damage or data compromise.

9. Service Suspension & Termination

9.1 Fox & Lee may suspend or terminate services immediately if:

• You violate these Terms & Conditions.
• Payments are overdue beyond 60 days.
• Your project involves illegal, unethical, or high-risk activities.

9.2 Upon termination, you must immediately cease use of Fox & Lee’s proprietary materials, and any unpaid work will remain the property of Fox & Lee.

10. Dispute Resolution & Governing Law

10.1 All disputes shall first be attempted to be resolved amicably through negotiation.

10.2 If unresolved, disputes shall be referred to binding mediation in Sydney, Australia, before proceeding with litigation.

10.3 This Agreement shall be governed by and construed in accordance with the laws of New South Wales, Australia.

11. Amendments & Final Provisions

11.1 Fox & Lee reserves the right to update these Terms & Conditions. The latest version will always be available on our website.

11.2 If any provision of this Agreement is found to be unenforceable, the remaining provisions shall remain in full effect.