Welcome to CloudyWP. These Terms of Service (“Terms”) govern your use of our website and the services we provide. By engaging us, accepting a proposal, or paying an invoice, you agree to these Terms.
We’re a Melbourne-based digital agency offering WordPress, Shopify, automation, and AI integration services. These Terms are written to be clear and fair to both sides — please read them before we start work together.
1. Who we are
CloudyWP (“we”, “our”, “us”) is an independent digital agency based in Melbourne, Australia. References to “you” or “the Client” mean the individual, business, or organisation engaging our services.
2. Our services
We provide:
- WordPress website design, development, and ongoing maintenance
- Shopify store setup, customisation, and support
- Workflow automation and AI-driven integrations
- Related consulting, training, and technical advice
The exact services for your engagement are described in the proposal, quote, or statement of work (“Project Scope”) we issue before work begins.
3. How an engagement works
Every project begins with an initial discussion. During this call we cover your goals, the work involved, timelines, and pricing. From that conversation we issue a written proposal or quote.
A project is considered active once you:
- Accept the proposal in writing (email is fine), and
- Pay any required deposit invoice
We will not begin work until both have happened.
4. Project scope and change requests
Each engagement is delivered against the Project Scope agreed in writing. Anything outside that scope — additional pages, new features, redesigns, extra integrations — is treated as a change request.
Change requests are quoted separately and added to the project once you approve them. We won’t change the agreed scope or add chargeable work without telling you first.
5. Your responsibilities
To keep the project on track, you agree to:
- Provide accurate brief information and project requirements
- Supply all necessary credentials (hosting, domain, admin accounts, API keys, third-party integrations) in a timely manner
- Provide content (text, images, brand assets, product data) by the dates we agree
- Respond to questions, drafts, and approval requests within a reasonable timeframe — typically within 5 business days
- Ensure you own or have permission to use any materials you give us
- Keep your own backups of any content or data you provide to us
If we’re held up waiting on credentials, content, or feedback from you for more than 15 business days, we may pause the project and reschedule it into our next available slot. Any costs incurred from extended delays may be invoiced.
6. Project timelines
Project timelines are agreed during the initial discussion and confirmed in writing in the proposal. We don’t impose a fixed maximum duration — different projects take different amounts of time, and we’d rather give you a realistic schedule than a generic one.
Timelines assume you provide credentials, content, and feedback on time. Delays on your side will push delivery dates out by at least the same amount of time, and possibly more if it knocks the project out of our scheduled window.
We will keep you updated on progress throughout the engagement, and let you know promptly if anything threatens an agreed date.
7. Fees and payment
Fees are set out in your proposal and may be quoted as:
- A fixed price for defined-scope projects, or
- An hourly rate for ongoing work, support, or consulting, or
- A monthly retainer for maintenance and managed services
Standard payment terms are:
- Deposit: 50% of the project total, payable before work begins
- Balance: Due on project completion, before final files or admin access are handed over
- Larger projects may be split into milestone payments — these are set out in the proposal
- Retainers and hourly work are invoiced monthly, payable within 7 days of invoice
All prices are in Australian Dollars (AUD). GST is added where applicable. Late payments may incur a fee or pause active work until settled.
8. Refunds
Because we begin allocating time, tools, and team capacity as soon as a project is confirmed, we do not offer refunds on:
- Deposits paid to secure a project booking
- Work that has been completed or is in progress
- Hourly work that has already been performed
- Retainer fees for the current billing period
- Third-party costs we have already paid on your behalf (licences, hosting, plugins, stock assets, etc.)
If you cancel a project after it has started, you remain responsible for paying for all work completed up to the cancellation date.
Your rights under Australian Consumer Law are not excluded. If we fail to provide services with due care and skill, fit for the agreed purpose, or within a reasonable time, you may be entitled to a remedy (repair, replacement, or refund) under the Australian Consumer Law. Nothing in these Terms limits those rights.
9. Revisions
Unless your proposal states otherwise, fixed-price projects include up to two rounds of revisions at each major milestone (e.g. design, development). Revisions are changes within the original scope — refinements, tweaks, copy edits.
Substantial changes that go beyond the agreed direction (e.g. redesigning an approved layout, changing core functionality) are treated as change requests and quoted separately.
10. Intellectual property
Your content and materials: You retain full ownership of any content, branding, data, or materials you provide to us. You grant us a licence to use them solely for the purpose of delivering your project.
Our work product: Once your project is paid in full, ownership of the custom code, designs, and deliverables we create specifically for you transfers to you.
Pre-existing materials: Anything we developed before or independently of your project — including our internal tools, frameworks, code libraries, and processes — remains our property. Where these are included in your project, you receive a non-exclusive, perpetual licence to use them as part of the delivered work.
Third-party assets: Themes, plugins, stock images, fonts, and other third-party assets used in your project remain governed by their original licences.
Portfolio rights: We may showcase work we’ve done for you (visuals, summary, link) in our portfolio, case studies, and marketing — unless you ask us in writing not to.
11. Third-party services
Most projects involve third-party platforms — hosting providers, plugins, payment processors, AI tools, analytics services, and so on. We don’t control these services, and we’re not responsible for their performance, availability, pricing changes, or policy updates.
Where a third-party service requires its own account, subscription, or licence (e.g. premium plugins, hosting plans, AI API access), the cost is yours unless explicitly included in your project quote.
The specific third-party services used on your project are documented and disclosed before work begins — see our Privacy Policy for how we handle data shared with these services.
12. Confidentiality
We treat all information you share with us during a project — business plans, customer data, credentials, internal documents, strategy — as confidential. We will not share it with anyone outside our team, and we won’t use it for any purpose other than delivering your project.
This obligation continues after the project ends.
You agree to treat our internal processes, pricing structures, and methods with the same confidentiality.
13. Hosting, maintenance, and post-launch support
Unless explicitly included in your project, we do not automatically provide:
- Hosting or domain management
- Ongoing maintenance, updates, or security patches
- Bug fixes after the warranty period
- Content updates after launch
Bugs in our work reported within 14 days of project completion are fixed at no additional cost, provided they relate to functionality we built. Issues caused by third-party updates, hosting changes, content edits made after handover, or new requirements are billable.
For ongoing care, we offer maintenance retainers — ask us for details.
14. Warranties and disclaimers
We provide our services with reasonable care, skill, and the level of expertise expected of a professional agency.
Beyond that, and to the extent permitted by law, we do not warrant that:
- Your website or application will be uninterrupted, error-free, or completely secure
- Third-party services will continue to function as expected
- Specific business outcomes (sales, traffic, rankings) will be achieved
- Our work will be compatible with every browser, device, or future platform update
The internet, software, and AI tools are constantly changing. We commit to using best practices at the time of delivery, but we cannot guarantee perpetual compatibility.
15. Limitation of liability
To the maximum extent permitted by law, our total liability to you for any claim arising from these Terms or our services is limited to the total amount you have paid us for the project in question in the 6 months preceding the claim.
We are not liable for any indirect, consequential, special, or incidental damages — including loss of profits, revenue, data, goodwill, or business opportunity — even if we were warned about the possibility.
Nothing in these Terms excludes liability that cannot be excluded by law, including under the Australian Consumer Law.
16. Termination
Either party may terminate an engagement by giving written notice if:
- The other party materially breaches these Terms and fails to fix the breach within 14 days of being notified, or
- The other party becomes insolvent, enters administration, or ceases trading
On termination:
- You pay for all work completed and any non-refundable third-party costs incurred up to the termination date
- We deliver all completed work files for which payment has been received
- Both parties’ confidentiality obligations continue
We reserve the right to refuse or stop work on any project that involves illegal activity, infringes third-party rights, or that we reasonably consider unethical.
17. Force majeure
Neither party is liable for delays or failures caused by events outside their reasonable control — including natural disasters, pandemics, internet or power outages, government actions, or failures of third-party services we depend on. Where such an event occurs, we will tell you as soon as possible and work with you on a revised plan.
18. Dispute resolution
If something goes wrong, please talk to us first. Most issues can be resolved with a direct conversation.
If a dispute can’t be resolved within 30 days of being raised, both parties agree to attempt mediation through an accredited mediator before starting any legal proceedings. Each party covers their own mediation costs.
19. Governing law
These Terms are governed by the laws of Victoria, Australia. Both parties submit to the exclusive jurisdiction of the courts of Victoria for any matter not resolved through mediation.
20. General
- Entire agreement: These Terms, together with your project proposal, form the entire agreement between us regarding the services described.
- Severability: If any clause is found invalid or unenforceable, the rest of the Terms remain in full effect.
- No waiver: If we don’t immediately enforce a right under these Terms, that doesn’t mean we’ve given it up.
- Assignment: You may not transfer your rights or obligations under these Terms without our written consent.
- Updates: We may update these Terms from time to time. The version in effect when your project starts is the version that applies to that project. The latest version is always available on our website.
21. Contact us
For questions about these Terms or to discuss a project:
CloudyWP Melbourne, Australia Email: [email protected] Website: cloudywp.com.au
