Terms and Conditions

These Terms and Conditions (“Agreement”) govern the provision of services and products by Viper Online Marketing (“Viper Online Marketing”, “Viper”, “we”, “us”, “our”) to the person or entity purchasing, accessing or using those services (“you”, “your”, “Customer”).

By ordering, purchasing, renewing, accessing or using any Service, accepting a quotation or proposal, paying an invoice, or instructing us to commence or continue work, you acknowledge that you have read, understood and accepted this Agreement.

Where you purchase Services on behalf of an end-customer, you warrant that you have authority to do so and must ensure that the end-customer is bound by applicable terms no less restrictive than those contained in this Agreement.

Nothing in this Agreement excludes, restricts or modifies any right, guarantee, condition, warranty or remedy that cannot lawfully be excluded, restricted or modified under the Competition and Consumer Act 2010 (Cth), Australian Consumer Law or other applicable legislation.

1. Definitions

In this Agreement:

Account means any account, client area, portal or other system through which Services are ordered, accessed or managed.

Content means text, photographs, images, graphics, illustrations, video, audio, fonts, trademarks, logos, advertisements, data, documents, software, plugins, templates, source code and other creative, digital or marketing materials.

Customer Content means Content supplied, selected, approved or provided by you or your End-Customer.

Domain Name means any domain name registered, renewed, transferred or managed through us.

End-Customer means a customer or other third party on whose behalf you purchase or use Services.

Fees means all fees and charges payable for Services.

Intellectual Property Rights includes copyright, trademarks, designs, patents, database rights, trade secrets, confidential information and other proprietary rights.

Services means any products or services supplied by us, including website design and development, hosting, email hosting, domain registration, search engine optimisation, search engine advertising, digital marketing, content creation, social media services, software development, maintenance, consulting, graphic design, artificial intelligence-assisted services and related services.

Third-Party Materials means Content, software, services or other materials owned, supplied, generated, licensed or controlled by a third party.

Third-Party Provider includes contractors, subcontractors, freelancers, hosting providers, registrars, software vendors, stock media providers, artificial intelligence providers, advertising platforms, search engines and other external suppliers.

2. Agreement and Services

2.1 This Agreement commences when you accept it, order a Service, accept a quotation or proposal, pay an invoice or otherwise instruct us to commence or continue work.

2.2 Individual Services may also be subject to proposals, quotations, statements of work, invoices, service descriptions or additional service-specific terms.

2.3 If there is an inconsistency between contractual documents, the following order of precedence applies unless expressly agreed otherwise in writing:

(a) a separately signed written agreement;
(b) an accepted proposal or statement of work;
(c) service-specific terms;
(d) these Terms and Conditions.

2.4 Recurring Services will continue and may be invoiced for renewal until cancelled in accordance with the applicable Service terms.

2.5 Unless otherwise stated, cancellation must be provided in writing before the next renewal date.

2.6 Fees already paid are non-refundable except where required by law or expressly agreed by us in writing.

2.7 Each separately ordered Service may be treated as a separate Service for the purposes of this Agreement, including the provisions relating to liability and claims.

3. Accounts and Security

3.1 You are responsible for maintaining the confidentiality and security of usernames, passwords, authentication credentials and other login information relating to systems under your control.

3.2 You are responsible for activity conducted through your Account unless caused directly by our breach of an obligation that cannot lawfully be excluded.

3.3 You must notify us promptly if you become aware of unauthorised access or a security breach affecting your Account.

3.4 You are responsible for maintaining appropriate passwords, multi-factor authentication and reasonable security practices for systems under your control.

4. Fees and Payment

4.1 You must pay all Fees and applicable taxes by the due date specified on our invoice.

4.2 We may require payment before commencing or continuing Services.

4.3 Failure to pay an invoice when due constitutes a breach of this Agreement.

4.4 We may suspend Services where amounts remain overdue.

4.5 You must notify us of any genuine invoice dispute within 14 days of the invoice date.

4.6 You are responsible for reasonable debt-recovery costs incurred by us in recovering overdue amounts, including collection agency and legal costs to the extent permitted by law.

4.7 Chargebacks or payment disputes made without reasonable grounds may result in suspension of Services.

5. Customer Obligations

5.1 You must provide accurate and complete information reasonably required for us to perform the Services.

5.2 You are responsible for reviewing information and Content provided to us and notifying us promptly of errors, inaccuracies or required changes.

5.3 You must comply with applicable laws in connection with your business and your use of the Services.

5.4 You must not use the Services for unlawful, fraudulent, defamatory, malicious, abusive or infringing purposes.

5.5 You are responsible for ensuring that instructions given to us are authorised.

5.6 Where you act for an End-Customer, you warrant that you have authority to provide instructions, materials and approvals on their behalf.

5.7 You are responsible for arranging and obtaining any Intellectual Property Rights consents, clearances and authorisations necessary in relation to Customer Content and other materials supplied or specifically instructed for use by you or your End-Customer.

6. Intellectual Property and Customer-Supplied Materials

6.1 You warrant that you have all Intellectual Property Rights, licences, permissions, consents and authorisations necessary for us to possess, reproduce, modify, publish, distribute or otherwise use Customer Content in providing the Services.

6.2 This includes photographs, images, videos, trademarks, logos, written content, databases, fonts, software and other material supplied by you or your End-Customer.

6.3 You grant us a non-exclusive licence to use, reproduce, modify, process and publish Customer Content to the extent reasonably necessary to perform the Services.

6.4 You are responsible for claims arising from Customer Content supplied or specifically instructed for use by you or your End-Customer, except to the extent caused directly by our breach of this Agreement, negligence or other liability that cannot lawfully be excluded.

7. Third-Party Materials, Stock Media and Licensing

7.1 In providing Services, we may use Third-Party Materials including stock photographs and video, fonts, website themes and templates, plugins and software, APIs, open-source software, advertising and marketing platforms, artificial intelligence systems and other licensed or externally supplied materials.

7.2 Third-Party Materials remain subject to the applicable provider’s licence terms, restrictions and conditions.

7.3 Unless expressly agreed otherwise in writing, ownership of Third-Party Materials is not transferred to you.

7.4 A licence applicable to Third-Party Materials may be restricted by duration, territory, medium, audience, website, domain, campaign, account, user, number of impressions or reproductions, commercial purpose or other conditions imposed by the rights holder.

7.5 You acknowledge that continued, modified, transferred, republished or subsequent use of Third-Party Materials may require a separate, renewed or additional licence.

7.6 We do not warrant that a Third-Party Material licence obtained for a particular project remains valid for uses outside the original scope of that project.

7.7 Where Third-Party Materials are independently sourced or supplied by a Third-Party Provider, contractor or subcontractor, we do not warrant the ownership, provenance, originality or licensing status of those materials except where we have expressly agreed otherwise in writing or where liability cannot lawfully be excluded.

7.8 Where Third-Party Material is subject to licence conditions, you are responsible for complying with those conditions after the material has been delivered, published or otherwise made available to you.

7.9 Nothing in this clause authorises the knowing use of material in infringement of another person’s Intellectual Property Rights.

8. Contractors and Third-Party Providers

8.1 You acknowledge that we may engage employees, contractors, subcontractors, freelancers, offshore providers and specialist Third-Party Providers to perform some or all aspects of the Services.

8.2 We may provide those parties with information, Content, credentials or access reasonably necessary to perform the Services, subject to applicable privacy and confidentiality obligations.

8.3 Services supplied by Third-Party Providers may be subject to separate terms, licences, policies and technical limitations.

8.4 To the maximum extent permitted by law, we are not responsible for the independent acts, omissions, outages, service failures, licence changes, platform changes or discontinuation of Third-Party Providers except to the extent caused by our breach of this Agreement, negligence or other liability that cannot lawfully be excluded.

8.5 Our use of a Third-Party Provider does not constitute a representation or guarantee that the provider’s products, Content, licences, systems or services will remain available indefinitely or suitable for future or changed uses.

9. Content Review, Approval and Publication

9.1 You are responsible for reviewing Content made available to you for approval.

9.2 You must notify us promptly of Content you believe is inaccurate, inappropriate, unauthorised or unsuitable.

9.3 Where you approve Content for publication, instruct us to publish it, or continue using published Content after having a reasonable opportunity to review it, you accept responsibility for its continued use, subject to rights that cannot lawfully be excluded.

9.4 Publication or approval does not transfer ownership of Third-Party Materials.

9.5 You remain responsible for ensuring that your business, website, advertising and Content comply with laws specifically applicable to your industry, products, services, representations or claims unless legal compliance review is expressly included within the Services.

9.6 Where Content remains published or in use after completion or termination of our Services, you are responsible for its ongoing review, maintenance and continued use, including determining whether any relevant third-party licence requires renewal, replacement or removal.

10. Third-Party Claims and Contractual Claim Period

10.1 If you receive any allegation, demand, complaint, legal notice or claim relating to Services supplied by us, including an allegation of copyright, trademark or other Intellectual Property Rights infringement, you must notify us promptly if you intend to assert that Viper Online Marketing bears any responsibility for that matter.

10.2 You must provide reasonable particulars of the claim and copies of relevant correspondence and evidence reasonably available to you.

10.3 You must take reasonable steps to mitigate loss and prevent unnecessary escalation of a claim.

10.4 You must not, without our prior written consent:

(a) admit liability on our behalf;
(b) represent that Viper Online Marketing accepts liability;
(c) enter into a settlement purporting to bind Viper Online Marketing;
(d) agree to compensation or other liability on our behalf; or
(e) incur material costs for which you intend to seek reimbursement from us.

10.5 Contractual Claim Period

Subject to any right, remedy or statutory limitation period that cannot lawfully be excluded, restricted or modified, any contractual claim by you against Viper Online Marketing arising out of or in connection with a particular Service must be notified to us in writing, with reasonable particulars of the claim, within 12 months after completion or termination of that particular Service.

10.6 Historical Claims

To the maximum extent permitted by law, Viper Online Marketing will have no contractual liability for a claim first notified to us more than 12 months after completion or termination of the particular Service from which the claim arises, regardless of when you first become aware of the circumstances giving rise to the claim or when a third party first makes a demand, allegation or claim against you.

10.7 To the maximum extent permitted by law, a contractual claim not notified within the period specified in clause 10.5 is barred.

10.8 Nothing in clauses 10.5 to 10.7 excludes, restricts or modifies any right or remedy that cannot lawfully be excluded, restricted or modified.

10.9 Removal, replacement or suspension of disputed Content does not constitute an admission of liability or infringement by either party.

11. Warranties and Disclaimers

11.1 We will provide the Services with due care and skill to the extent required by applicable law.

11.2 Except for guarantees, warranties or rights that cannot lawfully be excluded, we do not guarantee that Services will be uninterrupted or error-free; websites or systems will be continuously available; Third-Party Providers or platforms will remain available; search engine rankings will be achieved or maintained; advertising will produce any particular number of enquiries, leads or sales; software or Third-Party Materials will remain compatible indefinitely; Content supplied by independent Third-Party Providers will remain available or licensed indefinitely; or any particular commercial result will be achieved.

11.3 Third-party services, platforms and products remain subject to the performance, availability and terms of the applicable Third-Party Provider.

12. Limitation of Liability

12.1 Nothing in this Agreement excludes or limits liability that cannot lawfully be excluded or limited.

12.2 To the maximum extent permitted by law, we exclude liability for indirect or consequential loss, including loss of profit, loss of revenue, loss of business opportunity, loss of anticipated savings, loss of goodwill, loss or corruption of data except to the extent liability cannot lawfully be excluded, and other indirect or consequential commercial or economic loss.

12.3 Recurring Services

To the maximum extent permitted by law, our total aggregate liability arising out of or in connection with a recurring Service, whether arising in contract, tort (including negligence), statute or otherwise, will not exceed the Fees actually paid to Viper Online Marketing for the particular Service during the one-month period immediately preceding the event giving rise to the liability.

12.4 One-Off Services

Where a claim relates to a one-off project or non-recurring Service, to the maximum extent permitted by law, our total aggregate liability arising out of or in connection with that Service will not exceed the Fees actually paid to Viper Online Marketing for that particular Service.

12.5 Liability Limits Are Not Entitlements

The limitations stated in clauses 12.3 and 12.4 are maximum aggregate limits only. They do not create any entitlement to compensation, refund, damages or payment.

Before any amount is recoverable from Viper Online Marketing, the Customer must establish that Viper Online Marketing is legally liable for the claimed loss and that the loss is recoverable under applicable law and this Agreement.

12.6 Where legislation permits us to limit a remedy for breach of a statutory guarantee, our liability may, at our option, be limited to supplying the Services again or paying the reasonable cost of having the Services supplied again.

12.7 The limitations and exclusions in this clause apply to the maximum extent permitted by law and apply regardless of the legal basis upon which liability is alleged, including contract, tort (including negligence), statute or otherwise.

13. Indemnity

13.1 To the maximum extent permitted by law, you indemnify and hold Viper Online Marketing harmless against third-party claims, losses, liabilities, damages, costs and reasonable legal expenses arising from:

(a) Customer Content;
(b) your breach of this Agreement;
(c) your unauthorised use of Third-Party Materials;
(d) your continued use of Third-Party Materials after expiry or termination of an applicable licence where you were responsible for maintaining or renewing that licence;
(e) modification, republication, distribution, transfer or use of Content by you or your End-Customer outside the scope for which it was supplied;
(f) unlawful, misleading, defamatory or infringing instructions provided by you or your End-Customer;
(g) your failure to obtain required permissions, licences, consents or authorisations; or
(h) your continued publication or use of Content after we have advised you to remove, replace, cease using or obtain further licensing for that Content.

13.2 The indemnity does not apply to the extent that a claim was caused directly by our breach of this Agreement, negligence, wilful misconduct or other liability that cannot lawfully be excluded.

13.3 Each party must take reasonable steps to mitigate loss.

14. Web Design and Development

14.1 We may engage Third-Party Providers in performing web design, development and related Services.

14.2 You are responsible for maintaining backups of existing websites and data unless backup Services are expressly included in our scope.

14.3 You are responsible for reviewing and approving websites before and after publication.

14.4 Unless expressly included within our scope, we do not provide legal advice or legal compliance certification regarding website Content.

14.5 Websites using third-party content management systems, plugins, themes, frameworks or software require ongoing maintenance and security updates.

14.6 Unless you purchase an applicable maintenance Service from us, you are responsible for arranging ongoing maintenance, backups, updates and security.

14.7 Changes requested outside the agreed project scope may incur additional charges.

14.8 Third-Party Materials used in a website remain subject to clause 7.

14.9 Following completion or termination of a website project or maintenance Service, responsibility for the continued operation, Content, licensing, maintenance and legal compliance of the website rests with the Customer except to the extent otherwise expressly agreed in writing.

15. Search Engine Optimisation

15.1 We will use reasonable commercial efforts to improve search engine visibility where SEO Services are purchased.

15.2 We do not guarantee any particular ranking, first-page placement, ranking for a particular keyword, maintenance of rankings, traffic volumes, enquiries or sales.

15.3 Search engines independently determine rankings and may alter algorithms, policies and indexing practices without notice.

15.4 SEO Services may involve Content creation, editing, sourcing, optimisation and publication by us or Third-Party Providers.

15.5 Content created or sourced as part of SEO Services is subject to clauses 6 to 10.

15.6 Upon completion or termination of SEO Services, responsibility for Content remaining published on the Customer’s website or other properties passes to and remains with the Customer, including responsibility for reviewing its continued use and any applicable Third-Party Material licensing requirements.

16. Search Engine and Digital Advertising

16.1 We will use reasonable commercial efforts to manage advertising Services in accordance with the agreed scope and budget.

16.2 We do not guarantee advertising performance, traffic, enquiries, conversions, revenue or profitability.

16.3 Advertising platforms control their own policies, algorithms, account approvals, suspensions and pricing.

16.4 You are responsible for the legality and accuracy of claims concerning your products and services.

16.5 Advertising budgets and management Fees are separate unless expressly stated otherwise.

16.6 Third-party advertising accounts, platforms, Content and creative assets remain subject to applicable third-party terms and policies.

17. Artificial Intelligence

17.1 We may use artificial intelligence and machine-learning systems as tools in providing Services, including for research, drafting, coding, design, analysis, optimisation and Content generation.

17.2 AI-generated outputs may contain errors, inaccuracies, similarities to third-party material or other defects and may require human review.

17.3 We do not warrant that AI-generated material is unique or capable of exclusive Intellectual Property Rights protection.

17.4 AI-generated Content must be reviewed and approved in accordance with clause 9.

17.5 We will take reasonable steps not to submit confidential information to public AI systems contrary to applicable confidentiality or privacy obligations.

18. Domain Names

18.1 Domain registrations are subject to the rules and policies of the relevant registry, registrar, ICANN and, for Australian domains, auDA.

18.2 Registration does not create ownership of a Domain Name and does not prevent third parties challenging its registration or use.

18.3 You are responsible for ensuring that your chosen Domain Name does not infringe third-party rights.

18.4 You are responsible for maintaining accurate registrant information and complying with applicable eligibility requirements.

18.5 We are not responsible for decisions made by registries, registrars or naming authorities outside our reasonable control.

18.6 You acknowledge that registration, renewal and transfer requirements may change from time to time as determined by applicable registries and regulatory authorities.

19. Web and Email Hosting

19.1 Hosting Services are subject to reasonable resource, storage, bandwidth and acceptable-use limitations.

19.2 Hosting must not be used to distribute illegal, malicious, defamatory, infringing or prohibited Content.

19.3 We may suspend Services where reasonably necessary to protect systems, other customers, third parties or our legal interests.

19.4 Unless expressly included within your Service, you are responsible for maintaining independent backups of important data.

19.5 We do not guarantee uninterrupted hosting availability.

19.6 Scheduled maintenance, emergency maintenance, network failures, third-party outages, cyberattacks and events outside our reasonable control may affect availability.

19.7 You are responsible for maintaining supported and appropriately secured website software unless maintenance of that software is expressly included within your Service.

20. Software, Plugins and Third-Party Systems

20.1 Websites and applications may depend upon third-party software, plugins, APIs, themes, frameworks and external services.

20.2 We do not control changes made by Third-Party Providers.

20.3 Future updates by a Third-Party Provider may affect compatibility, availability or functionality.

20.4 Work required because of third-party changes after project completion is not included unless expressly stated and may be charged separately.

20.5 Licences for premium software, plugins, themes or services may require separate renewal Fees.

21. Data Protection and Privacy

21.1 We will handle personal information in accordance with applicable Australian privacy legislation and our Privacy Policy.

21.2 You warrant that you have authority to provide personal information to us where required for the Services.

21.3 We may use contractors and service providers located outside Australia where reasonably necessary in providing the Services.

21.4 We will take reasonable precautions to protect personal information in our possession from misuse, loss and unauthorised access, modification or disclosure.

22. Record Retention

22.1 We are not required to retain project files, source files, licence records, backups, correspondence, Content or other records indefinitely unless required by law or expressly agreed in writing.

22.2 You are responsible for maintaining copies of materials and records reasonably required for your business after delivery or completion of the Services.

22.3 We may delete archived project material after a reasonable period following completion or termination of a Service.

22.4 The absence of historical records does not, by itself, constitute evidence that a licence, authorisation, approval or other right did or did not exist.

22.5 Nothing in this clause requires Viper Online Marketing to retain records beyond any period required by applicable law.

23. Suspension

23.1 We may suspend Services where Fees are overdue; you materially breach this Agreement; continued provision creates a material security risk; continued provision may expose us or another party to legal liability; or suspension is reasonably required by a Third-Party Provider or competent authority.

23.2 Where reasonably practicable, we will provide notice before suspension.

23.3 We are not liable for loss arising from a suspension properly made under this Agreement except to the extent liability cannot lawfully be excluded.

24. Termination

24.1 Either party may terminate ongoing Services in accordance with applicable cancellation terms.

24.2 We may terminate or suspend Services for material breach if the breach is not remedied within a reasonable period after notice where the breach is capable of remedy.

24.3 We may terminate immediately where continued provision would be unlawful or creates a serious security or legal risk.

24.4 Outstanding Fees remain payable upon termination.

24.5 Provisions intended by their nature to survive termination, including provisions concerning Intellectual Property Rights, Content, Third-Party Materials, liability, indemnity, claims, confidentiality and disputes, continue after termination.

25. Force Majeure

25.1 Neither party is liable for delay or failure caused by circumstances beyond its reasonable control, except for an obligation to pay money already due.

25.2 Such circumstances may include natural disasters, telecommunications failures, cyberattacks, power failures, government action, industrial disputes, war, civil disturbance, pandemics and failures of critical Third-Party Providers.

26. Changes to These Terms

26.1 We may amend these Terms and Conditions from time to time.

26.2 Updated Terms and Conditions will apply to new Services from the time they are published on our website and, to the extent permitted by law, to recurring or renewed Services following their publication.

26.3 Where required by applicable law, we will provide reasonable notice of a material change that adversely affects an existing Customer.

26.4 Continued use, renewal or purchase of Services after updated Terms and Conditions become applicable constitutes acceptance of those Terms to the extent permitted by law.

27. Dispute Resolution

27.1 Before commencing court proceedings, a party must give the other party written notice describing the dispute and the outcome sought.

27.2 The parties must attempt in good faith to resolve the dispute through direct negotiation.

27.3 If the dispute remains unresolved after 30 days, either party may pursue available legal remedies.

27.4 Nothing in this clause prevents a party seeking urgent interlocutory or injunctive relief.

28. General

28.1 This Agreement constitutes the agreement between the parties concerning its subject matter together with any documents expressly incorporated into it.

28.2 If any provision is invalid or unenforceable, it will be severed or read down to the minimum extent necessary without affecting the remainder of the Agreement.

28.3 Failure to enforce a provision does not constitute a waiver.

28.4 Neither party may assign this Agreement without the other’s written consent, which must not be unreasonably withheld, except that we may assign it as part of a genuine sale, merger or restructure of our business.

28.5 The parties are independent contractors. Nothing creates a partnership, joint venture, employment, fiduciary or agency relationship.

28.6 Headings are for convenience and do not affect interpretation.

28.7 References to legislation include amendments, replacements and subordinate legislation made under it.

28.8 Words in the singular include the plural and vice versa where appropriate.

29. Governing Law and Jurisdiction

29.1 This Agreement is governed by the laws of Western Australia, Australia.

29.2 Subject to any applicable law that provides otherwise, the parties submit to the jurisdiction of the courts of Western Australia and courts entitled to hear appeals from those courts.

30. Contact

Questions, notices, claims or disputes concerning these Terms and Conditions should be provided to Viper Online Marketing using the contact details published on our website.

Viper Online Marketing
Western Australia, Australia