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

Fox & Lee retains the non-exclusive, royalty-free right to use client names, logos, testimonials, and case study content for promotional purposes (e.g. website, pitch decks, advertising), as well as creative discretion for how this material is presented. Clients may opt-out at any time.

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 Disk Usage Limits

• All hosting plans include up to 10GB of disk storage per website.
• Websites exceeding this limit may:
  • Incur an overage fee of AUD $150/month per additional 10GB
  • Be requested to reduce usage within 30 days of notification
• Continued excess usage without resolution may result in suspension, repricing, or migration requirements.

5.3.3 CDN Usage

• A Content Delivery Network (CDN) is a network of servers used to deliver website content and assets (e.g., images, scripts) to end-users more efficiently.
• Standard Fox & Lee hosting includes CDN usage through approved providers (e.g., Cloudflare) to optimise website performance.
• Each hosting plan includes up to 100GB of CDN data transfer per month.
• Excess CDN Usage:
  • Accounts exceeding the monthly CDN allowance will incur overage charges of AUD $150 per additional 100GB.
  • Fox & Lee reserves the right to throttle or suspend CDN access for accounts repeatedly exceeding fair usage thresholds without resolution.
• If clients elect to use third-party CDN providers directly, Fox & Lee is not responsible for performance, billing, or compliance issues arising from such arrangements.
• Clients are responsible for ensuring that CDN-delivered content complies with all applicable laws, including but not limited to copyright, data privacy, and content regulations.

5.3.4 General Bandwidth Limits

• All clients under hosting or care plans are entitled to up to 100GB of standard bandwidth usage per month.
• Clients exceeding this allocation will incur AUD $100 per additional 100GB in bandwidth charges.
• Repeated or excessive overages may trigger plan reclassification, repricing, or migration recommendations.

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 Lite 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 Fox & Lee purchases a plugin license on behalf of a client, a 10% surcharge will be applied to the plugin cost to cover license 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.
• 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.

6. Payment Terms, 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 $149 per hour, 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.

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 Cyber Liability Disclaimer

7.6.1 Fox & Lee is not liable for any consequential, indirect, or special damages arising from cyberattacks or unauthorised access.

7.6.2 Fox & Lee’s total liability for any breach or security-related event is limited to the total amount paid by you to Fox & Lee in the preceding 12-month period.

8. Service Suspension & Termination

8.1 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.

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

9. Dispute Resolution & Governing Law

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

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

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

10. Amendments & Final Provisions

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

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