Rowena Henrichs Terms of Service

LAST UPDATED: JULY 2018

  1. Application

Rowena Henrichs is the owner, operator and licensor of the website at rhvirtualassistance.com (“Website”) and provides website design, development and creation services (”Website Services”).  Your rights to use the Website and engage Rowena Henrich’s Services (collectively the “Service”) are set out in these Terms of Service and our Privacy Policy click here (Privacy Policy”).

Our Terms of Service and our Privacy Policy are collectively referred to as the Website Development Agreement (“Agreement”).

In order to keep pace with changes in our Service, we review our Terms of Service from time to time to make sure they are up to date. This Agreement contains our most recent update. We encourage you to read this Agreement carefully.

IMPORTANT: BY ACCESSING OR OTHERWISE USING THE SERVICE, YOU ACKNOWLEDGE AND AGREE TO BE BOUND BY THIS AGREEMENT AND AGREE TO ACCESS OR OTHERWISE USE THE SERVICE IN ACCORDANCE WITH THIS AGREEMENT.

If you do not accept and agree to be legally bound by and comply with the Agreement, you are not permitted to access or otherwise use the Service.

Subject to your compliance with these Terms of Service, Rowena Henrichs hereby grants you permission to use the Service, provided that your use of the Service as permitted is solely for your personal use, and you are not permitted to resell or charge others for use of or access to the Service.


  1. Privacy Policy

2.1   You should ensure that you read our Privacy Policy.

 2.2   We will process all:
(a)  information relating to an identified or identifiable individual, including names, physical addresses, email address, IP addresses, location data, financial information and related personal information (“Personal Data”); and
(b)  data, text, files, information, images, graphics, photos, links and other content or materials ("Content");
(c)  supplied by you according to our Privacy Policy.

2.3   Our Privacy Policy forms part of this Agreement. Accordingly, you must comply with your obligations in the Privacy Policy.


  1. Definitions

3.1 Web Development (“Web Development”):
(a) Includes design and development stages of project, from your idea to your website going live (“Your Website”);
(b) Includes use of third party software such as WordPress, themes, and plugins which are purchased on your behalf; and
(c) The third-party software may require monthly or yearly renewal payments which are paid from your maintenance plan.

3.2 Management Plan (“Monthly Plan”):
(a)  Provides backup, updates, security to your website;
(b) Provides web hosting; and
(c) The pre-paid hours in your monthly plan is to make alterations to your website on an ongoing basis. Ensure you have purchased enough hours for the extras and alteration you need for the year.


  1. Proposal

4.1   The Web Development, Maintenance Plan will be set out in the written Proposal prepared by Rowena Henrichs and submitted to you (“Proposal”).

4.2   The Proposal forms part of this Agreement.

4.3   The terms of the Proposal expire 30 days after being submitted to you. If the Proposal expires, Rowena Henrichs may modify the Proposal and resubmit it to you.


  1. Supply of Your Materials

5.1   You must, within 14 days of accepting the Proposal, deliver to Rowena Henrichs copies of all materials and information you wish Rowena Henrichs to incorporate into your website (“Your Materials”) in the following formats:
(a) All text must be supplied in digital format (TXT, RTF, HTML, MS Word, Open Office);
(b) Graphics and photographs are to be supplied in digital format (JPG, PNG, SVG). Photographs must not exceed a file size of 5mb each;
(c) All logos and branding must be provided in industry standard vector format if possible (EPS, AI, PDF, or JPG, PNG);
(d) Logos, graphics, software, data and other materials and information which you wish Rowena Henrichs to incorporate into Your Website.

5.2   You warrant that all of Your Materials that it or anyone on your behalf supplies to Rowena Henrichs, and all use thereof by Rowena Henrichs for the purposes of this Agreement, will not infringe the rights of any person or breach any law or regulation. 

5.3   You indemnify Rowena Henrichs in respect of all and any loss and damage incurred by Rowena Henrichs as a result of a breach of the warranty in clause 5.3 or in respect of any use of Your Materials supplied by or on behalf of you to Rowena Henrichs.

5.4   You acknowledge that failure to comply with clause 5.1 will result in a delay to the completion of Your Website.


  1.  Accuracy 

6.1   It is your Client responsibility to proofread your website text for typographical errors and ensure Your Materials are free from errors or omissions prior to submitting Your Materials to Rowena Henrichs.

6.2   You agree that the accuracy of information supplied to Rowena Henrichs is your sole responsibility and that Rowena Henrichs is not responsible and shall not be held liable for the results of the Service on the basis of inaccurate, incomplete or untruthful information provided by you.

6.3   Rowena Henrichs reserves the right to charge a reasonable administration fee for corrections required to be made to the Your Materials after the initial submission of Your Materials.

 

  1. Variations 

7.1   Minor variations to the design of Your Website may be made by you during the Website Development process.

7.2   Rowena Henrichs reserves the right to limit the number of design proposals or changes made by you to a reasonable amount.

7.3   Major deviations from the Proposal can be made after Your Website is live. These alterations will be charged at an additional hourly rate as outlined in the Proposal.


  1.  Third party content 

8.1   Information provided by you through the Service may contain links to third party websites that are not owned or controlled by Rowena Henrichs. Rowena Henrichs has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party websites.

8.2 In addition, Rowena Henrichs will not and cannot censor or edit the content of any third party website. By using the Service, you expressly acknowledge and agree that Rowena Henrichs shall not be responsible for any damages, claims or other liability arising from or related to your use of any third party website.


  1. Project Delays 

9.1   Every effort will be made to meet the Proposal deadline. The Proposal deadline is subject to change as a result of numerous factors, including but not limited to, the following:
(a) Variations as outlined in clause 7 above;
(b) Illness or incapacity;
(c) Difficulty obtaining feedback from you;
(d) Force Majeure Events; and
(e) Other unforeseen and unavoidable circumstances.

9.2   Rowena Henrichs shall not be liable for any loss or damage that may be suffered by You due to delays in completion of Your Website.


  1. Disruption of and Modifications to the Website 

10.1   Rowena Henrichs will take all reasonable steps to ensure that the Website functions as intended. However, you acknowledge that your access to the Website may be disrupted or interrupted as a result of, including, without limitation, malfunction, updating, upgrades, maintenance or repair of the Service or due to failure of telecommunications links and/or equipment or for any other reason within or outside our control.

10.2   To the extent permissible at law, Rowena Henrichs shall not be liable for any loss or damage caused or suffered as a result of any partial or total breakdown of, or inability to use, the Website. Rowena Henrichs will use reasonable endeavours to promptly address (during office hours) technical issues that arise in relation to the Website.


  1. Final Approval of Work 

11.1   On completion of Your Website you will be notified and will have the opportunity to review Your Website prior to going live.

11.2   You must notify us in writing via email of any comments and proposed changes or amendments to Your Website within 7 days of the clause 11.1 notification.

11.3   If Rowena Henrichs does not receive the email as per clause 11.2 within 7 days, Your Website will be deemed to have been approved and ready to go live.

11.4   Once approved, or deemed approved, Your Website cannot subsequently be rejected, and the Service will be deemed to have been completed.


  1. Your Website Maintenance 

12.1   You acknowledge that:
(a)  If you or a contractor employed by you other than Rowena Henrichs attempts to update, edit or alter Your Website’s pages, infrastructure, source files or hosting management in a way that causes damage to individual pages or Your Website’s architecture, time to repair web pages will be charged at an additional hourly rate as outlined in the Proposal and
(b)  You will not allow unauthorized persons assess to the back end of Your Website or upload unauthorized (illegal or malicious) content.

 

  1. Domain Names 

13.1   All domain names are legally owned by you. All domain name registrations are subject to availability and registration rules.

13.2   You manage the domain(s) and payment of fees unless you request in writing that Rowena Henrichs transfer and manage the domain name(s) on your behalf at an additional cost.

13.3   Rowena Henrichs will invoice you when domain renewal fees are due.

 

  1. Payments 

14.1   You must pay Rowena Henrichs the Fees set out in the Proposal.

14.2   Payment is accepted via PayPal and Stripe.

14.3   If an invoice is outstanding for ninety days or more, Rowena Henrichs reserves the right to take down Your Website and Your Website will no longer be live until the invoice is paid in full.

14.4   All amounts payable DO NOT include GST.

14.5   Expenses incurred on behalf of you are NOT included in any fees and will be billed to you. Reimbursable expenses may include payments made to vendors for transfer of domain names, premium plugins and other software licenses.

14.6   If you consistently fail to respond to questions in a timely manner, do not supply needed information, or otherwise impair efficient workflows, increase administrative time, and prevent Rowena Henrichs from working to optimum standards, completing the Service and serving other clients in a fair and equal manner. Rowena Henrichs reserves the right to impose late fees and/or increase your hourly rate.


  1. Retainer (Monthly Plans) 

15.1   Monthly retainers provide ongoing support at a discounted rate up to the number of hours set forth in this Agreement.

15.2   Following the 1st month regular payments are due on or before the 7th day of each month.

15.3   Services rendered beyond the retainer’s number of hours will be billed at the standard hourly rate unless you choose to upgrade to a higher package with payment due upon receipt.

15.4   Payments rendered are considered fully earned and non-refundable however, for ongoing clients, unused hours will not be carried over into the next month.


  1. Search Engines 

16.1   You authorise Rowena Henrichs to submit details of Your Website to the Search Engines.

16.2   Rowena Henrichs may employ any legal techniques it chooses to employ in the course of providing the Service.

16.3   Rowena Henrichs is not obligated to disclose to you the techniques used by Rowena Henrichs as part of the Service.

16.4   You agree and acknowledge that failure to achieve Your Website rankings with any Search Engines in any time period shall not constitute breach of this Agreement.


  1. Web Hosting 

17.1   Rowena Henrichs will provide you with the Hosting Services specified in the Proposal for Your Website.

17.2   The Fees set out in the Proposal will be fixed for the term of the Agreement.

17.3   You acknowledge that Rowena Henrichs gives no warranty that the Hosting Service will be uninterrupted or will not be subject to hacking attempts, denial of service attacks or subject to computer virus attacks or bugs.

17.4   You are entirely responsible for:
(a)   Ensuring that the content that Rowena Henrichs hosts on your behalf does not contain any virus or otherwise disrupt or corrupt the data or systems of any person; and
(b)   Ensuring that all content complies with and does not breach any laws.


  1. Maintenance 

18.1   Rowena Henrichs reserves the right to perform maintenance and upgrades at any time and from time to time. 

18.2   Rowena Henrichs will endeavour to provide you with reasonable notice of maintenance and upgrades through email:
(a)  at least 24 hours in advance in the case of scheduled maintenance or upgrading that will result in an outage; or
(b)  as soon as practicable after becoming aware of the need for unscheduled maintenance.


  1. Disaster Recovery 

19.1   Rowena Henrichs will backup data on a regular basis for disaster recovery and, in the event of data corruption or equipment failure, will restore Your Website from the data retained.

19.2   You acknowledge that the data Rowena Henrichs has retained may be out of date.


  1. Use of Subcontractors 

20.1   Rowena Henrichs reserves the right to use third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, billing and related technology required to provide the Service and manage Personal Data.


  1. Intellectual Property Rights 

21.1   You agree to provide Your Materials, including Intellectual Property, to Rowena Henrichs to enable Rowena Henrichs to provide the Service. You:
(a)  warrant that it has all necessary rights to provide the Intellectual Property to Rowena Henrichs;
(b)  grant Rowena Henrichs a perpetual, non-exclusive, royalty-free, irrevocable, worldwide and transferable right and licence to use the Intellectual Property in any way Rowena Henrichs requires to provide the Service; and
(c)  consent to any act or omission which would otherwise constitute an infringement of your Intellectual Property.

21.2   If you (or any employee or agent) have any Intellectual Property Rights that you provide to Rowena Henrichs, you:
(a)  irrevocably consent to any amendment of the Intellectual Property in any manner by Rowena Henrichs for the purposes of providing Service;
(b)  irrevocably consent to Rowena Henrichs using or applying the Intellectual Property for the purposes of providing the Service without any attribution of authorship;
(c)  agree that its consent extends to acts and omissions of any of Rowena Henrichs’ licensees and successors in title; and
(d)  agree that its consent is a genuine consent has not been induced by duress or any false or misleading statement.

21.3   If you (or any employee or agent) have any Intellectual Property Rights that you provide to Rowena Henrichs, you own all Intellectual Property Rights in Rowena Henrichs Code and in Your Website.

21.4   All of the information contained on the rhvirtualassistance.com Website is the Intellectual Property of Rowena Henrichs. All trade marks, logos or any other of its intellectual property rights are the exclusive property of Rowena Henrichs. You may not download, copy or print any of the pages of the Website except for your own personal use. No copying or distribution for any business or commercial use is allowed. No framing, harvesting, "scraping" or other manipulation of the content of the Website is permitted. You will not attempt to decipher, disassemble, reverse engineer or modify any of the software, coding or information comprised in the Website; nor will you post to the Website any material which infringes any intellectual property rights of any third party.

21.5   By using the Service, you confirm that any content and personal data you submit or post to the Service will not infringe any other person’s Intellectual Property Rights or any law.

 

  1. Confidentiality 

22.1   Each party agrees and acknowledges that it may receive Confidential Information of the other party during the term of this Agreement.

22.2   Each party agrees and acknowledges that the Confidential Information of the other party will be received and held by the first party in strict confidence and will not be disclosed by the first party, except:
(a)  as necessary for Rowena Henrichs to provide the Service;
(b)  with the prior written consent of the other party;
(c)  if you have given Rowena Henrichs permission to do so;
(d)  in accordance with our Privacy Policy; or
(e)  if required to do so or permitted by law.

22.3   Each party must implement and maintain effective security measures to prevent unauthorised use and disclosure of the other party's Confidential Information whilst it is in the receiving party's possession or control.

22.4   Each party must return, or at the other party's option destroy, all Confidential Information of the disclosing party in the receiving party's possession or control.

22.5   As internet transmissions cannot be guaranteed to be entirely secure in all aspects, you acknowledge and agree that your use this Service at your own risk, and you should only proceed to use the Service if you accept this condition.


  1. Indemnity 

23.1   You agree to defend, indemnify and keep indemnified, Rowena Henrichs and her respective employees, agents, representatives, contractors and licensees against any and all claims, demands, obligations, losses, liabilities, costs (including legal fees) or damages incurred and suffered from the use of and access to the Service, including (without limitation) as a result of any:
(a)  breach of this Agreement (including, for the avoidance of any doubt, the Privacy Policy);
(b)  violation of any Intellectual Property or other rights of a third party, or privacy right; or
(c)  your access or use of the Service, and/ or Personal Data posted by you through or at the Service.

23.2   This Indemnity clause will survive this Agreement and your use of the Service.

 

  1.  Prohibited Activities 

24.1   In addition to the other restrictions outlined in these Terms of Service, you agree that you will not:
(a)  Use the Website for any purpose that is illegal, beyond the scope of its intended use, or otherwise prohibited in these Terms of Service;
(b)  Use the Website in any manner that could interfere with, disrupt, negatively affect or inhibit other users of the Website from fully enjoying the Website, or that could damage, disable, overburden or impair the functioning of the Website in any manner;
(c)  Defame, stalk, bully, abuse, harass, threaten, impersonate or intimidate people or entities via the Website;
(d)  Compromise the security of the Website service;
(e)  Send any unsolicited or unauthorised advertising, spam, solicitations or promotional materials;
(f)  Use any robot, spider, crawler, scraper or other automated means or interface not provided by us to access the Website or to extract data;
(g)  Impersonate any person or entity;
(h)  Buy, sell or otherwise offer in exchange for any compensation, access to the Website and Service; and
(i)  Develop any third party applications that interact with User Content, the Website or any other services without our prior written consent.


  1.  Other Conditions of Use 

25.1   In addition to the other terms and conditions outlined in these Terms of Service, you agree that you are solely responsible for your interaction with other Users of the Service. You agree that Rowena Henrichs is not responsible or liable for the conduct of any user of the Website, including you. Rowena Henrichs reserves the right, but has no obligation, to monitor or become involved in disputes between you and other Users.

 

  1. Jurisdiction 

26.1   This Agreement shall be governed and construed in accordance with the laws in force in Queensland, Australia. The parties irrevocably submit to the exclusive jurisdiction of the courts of Queensland, Australia, for any matter arising under and relating to this Agreement.


  1. Dispute Resolution 

27.1   Nothing in this Agreement shall be construed as excluding or overriding any mandatory terms imposed under any legislation applicable to this Agreement or its performance.

27.2   If a dispute arises out of, or in any way in connection with, or otherwise relates to this Agreement, or the breach, termination, validity or subject matter hereof, or as to any related claim at law, in equity or pursuant to any statute, the parties agree to refer their dispute to Mediation administered by the Australian Commercial Disputes Centre (ACDC) before having recourse to arbitration or litigation.

27.3   The Mediation shall be conducted in Brisbane in accordance with the ACDC Guidelines for Commercial Mediation which are operating at the time the dispute is referred to ACDC and which terms are hereby deemed incorporated into this Agreement.

27.4   The costs of the mediator shall be shared equally between the parties.

 

  1. Validity 

28.1   Nothing in this Agreement shall be construed as excluding or overriding any mandatory terms imposed under any legislation applicable to this Agreement or its performance.

28.2   If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or removed to the minimum extent necessary so that this Agreement shall otherwise remain in full effect.


  1. Amendments 

29.1   This Agreement may be amended or replaced from time to time, with or without prior notice to you, by posting an updated Agreement on the Website. Any updated Agreement becomes effective as soon as it is posted. If any updated Agreement constitutes a material change to this Agreement, Rowena Henrichs will endeavour to post an announcement on the Website. Your use of the Service and/or Website following any amendment constitutes your acceptance of any updated Agreement. If you do not agree to any updated Agreement you must not use the Service.

 

  1.  Website Accuracy 

30.1   The information contained on the Website is given in good faith and Rowena Henrichs uses all reasonable efforts to ensure that it is accurate. However, Rowena Henrichs gives no representation or warranty in respect of such information and all such representations and warranties, whether express or implied, are excluded.


  1. Communication, Questions and Comments 

31.1   If you have any questions or comments about this Agreement, including our Terms of Service and Privacy Policy, please contact us by text message or by email:

Phone: 0400 153 290

Email: projects@rhvirtualassistance.com

31.2   Office hours are Monday, Wednesday and Friday 10am to 6pm and Tuesday and Thursdays 1pm to 9pm EST (Brisbane, Australia).

31.3   During your project the primary communication method will be a client portal in a project management system.

31.4   Rowena Henrichs will endeavour to reply to all communications regarding active projects with 24 –48 hrs (during office hours).

31.5   If you would like to chat during the project, you can schedule a telephone conference with Rowena Henrichs.

31.6   Email is the main source of communication between the Rowena Henrichs and yourself. Rowena Henrichs is available for phone calls ONLY during office hours. The time of both parties must be respected, and calls lasting over 10 minutes will be billed to the Client. Telephoned or video meetings must be prescheduled no less than 24 hours prior. Cancellation requires a minimum of 24 hours advance notice. Missed meetings or cancellations without sufficient notice will be billed $30 to Client. 

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