The following Terms and Conditions govern the hosting and web development services provided by Praxio Pty Ltd (ACN 666 581 666). These Terms and Conditions, together with the accompanying Proposal, constitute an agreement between Praxio and the Client.
Client means the client described in the Proposal.
Client Website means the Client’s website as listed in the Proposal, or otherwise developed or hosted by Praxio under these Terms.
GST has the meaning given to that term in the GST Law.
GST Law means the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
Hosting Fee means the monthly fee payable to Praxio in relation to a Subscription.
Hosting Services means the website hosting services provided by Praxio as specified in the Client’s selected Plan.
Kinsta means the third-party provider owned and operated by Google.
Kinsta Terms means any terms and conditions relating to the use of Kinsta.
Plan refers to the subscription package agreed between Praxio and the Client (for example Glide Plan, Soar Plan or Dive Plan).
Privacy Policy means the Praxio Privacy Policy as updated from time to time.
Proposal means the proposal issued by Praxio outlining services to be provided.
Subscription means a subscription to access the Hosting Services.
Subscription Date means the date on which the first instalment of the Hosting Fee and/or Web Now, Pay Later Fee is paid.
Terms means these Terms and Conditions as amended from time to time.
Web Now, Pay Later Fee means the instalment fee for the Web Now, Pay Later services.
Web Now, Pay Later Services means the design and development services involving the creation of a landing page or full website where payment is made over instalments.
4-Week Design Guarantee means the design guarantee referred to in clauses 42 to 44.
2. The Client may accept these Terms by:
2.1. Signing and returning the Proposal (including electronically).
2.2. Confirming acceptance by email.
2.3. Instructing Praxio to proceed with services.
3. The Client acknowledges that they have read, understood, and agree to be bound by the Proposal, these Terms, and the Privacy Policy.
4. Praxio agrees to provide Hosting Services in exchange for payment of the Hosting Fee.
5. The features that the Client has access to, and the scope of the Hosting Services provided as part of the Subscription, will depend on the Plan selected by the Client. Should the Client instruct Praxio to perform any work which is outside the scope of the selected Plan, such work will incur additional cost
6. The Subscription commences on the Subscription Date and will continue until such time that it is terminated in accordance with these Terms.
7. All Plans include up to 10GB of disk storage per Client Website. Client Websites exceeding this limit may incur additional fees.
11.1 the Client’s details;
11.2 a brief description of the nature of the support required by Client; and
11.3 any attachments which support the support request such as images/videos or links to assets.
12. The Client may request support for the following items within the monthly hours allocated under the Plan:
13. The following items are expressly excluded from the monthly support hours and will incur additional charges if requested by the Client:
13.1 complete redesign or designing of new pages;
13.2 custom development or coding;
13.3 advanced SEO services;
13.4 graphic design services;
13.5 copywriting for new pages or marketing campaigns;
13.6 email marketing setup or integration;
13.7 e-commerce store management or checkout customisation;
13.8 paid plugin licences or third-party app management;
13.9 advanced API integration into CRMs or third-party software; and
13.10 any items not expressly covered under clause 12, or as otherwise reasonably determined by Praxio to fall outside the scope of the included monthly support services.
14. The Client agrees to pay the Hosting Fee and Web Now, Pay Later Fee as set out in the Proposal or as otherwise agreed in writing by Praxio.
15. Unless otherwise stated, all fees under these Terms are exclusive of GST. The Client must pay to Praxio the GST payable in respect of the supply of its services.
16. Payment of all duties, customs, fees or taxes associated with the Client’s engagement with Praxio will be the responsibility of the Client. Any applicable taxes, levies and/or other transaction fees will be added to the final amounts charged.
17. Praxio is entitled to recover from the Client any out-of-pocket expenses reasonably incurred in connection these Terms, including any fees, charges, or costs incurred in recovering overdue amounts or enforcing its rights under these Terms (including legal fees and debt collection).
18.1 Praxio will issue an invoice for the Hosting Fee and/or first instalment of the Web Now, Pay Later Fee (as applicable);
18.2 the Client must complete a direct debit authorisation form as provided to them by Praxio; and
18.3 Praxio will arrange processing of the first payment of the Hosting Fee and/or first instalment of the Web Now, Pay Later Fee (as applicable) and the Client hereby agrees to the processing of such payment.
19. Thereafter, the Hosting Fee and/or instalments of the Web Now, Pay Later Fee (as applicable), as well as any other costs owing by the Client under these Terms will be payable by way of direct debit in advance on each monthly anniversary of the Subscription Date. If the initial recurring payment falls on the 29th, 30th or 31st of any given month, Praxio may adjust the billing cycle to the 1st of the following month on the next billing cycle.
20. If any fees payable by the Client remain outstanding for a period 7 days or more, Praxio reserves the right to suspend, deactivate, disable in live view, and/or take down the Client Website and any associated services until all outstanding fees are paid in full. Praxio will continue to charge the Client fees during suspension and the Client must pay all outstanding fees in order to regain access to the services.
21. If a payment (including any Hosting Fee or instalment of the Web Now, Pay Later Fee) is missed or delayed, any overdue amounts will incur interest at a rate of 1.5% per month, calculated daily and compounded monthly, until payment is received in full.
22. No refunds will be issued once Praxio has commenced performing any work. Praxio will only issue refunds if it is required to do so under the Australian Consumer Law.
23. Where hosting access to the Client Website is shared, the Client must retain joint access to their hosting environment and Client Website at all times, including the ability to make changes, upload content, and manage files.
24. The Client is responsible for monitoring their usage and ensuring compliance with Plan limits. Praxio is not liable for costs incurred due to Client actions, including the upload of large files or excessive content during shared access periods.
25. Any overuse resource allocations caused by Client actions, including uploads or content modifications, will result in retroactive overage charges. Praxio 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.
26. Standard plugins (including but not limited to, Gravity Forms and Yoast SEO), and performance tools are included in all Plans. Specialised plugins (including but not limited to, LMS platforms and social media integrations) will be charged at an additional fee.
27. The Client will be advised in advance when a plugin falls outside standard coverage
28. Praxio 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. Any misuse of storage by the Client for unrelated data may result in file removal, suspension, or reclassification of the Plan.
29. The Client agrees that the Hosting Services and Web Now, Pay Later Services will not be used to support or facilitate malware, adult content, cryptocurrency mining, phishing activities, or any other high-risk or unlawful activities. For the purposes of this clause, “high-risk activities” include, but are not limited to, services that may compromise system security, violate applicable laws, or expose Praxio or its providers to reputational or legal risk. Praxio reserves the right to suspend or terminate the Hosting Services and the Web Now, Pay Later Services immediately if such use is detected or reasonably suspected.
30. Any custom scripts or integrations must be approved by Praxio.
31. Clauses 31 to 56 (inclusive) (Web Now, Pay Later Clauses) apply where the Proposal states that the Web Now, Pay Later Services are applicable, or where Praxio has otherwise agreed in writing to provide those services to the Client.
32. To the extent that there is any inconsistency between the Web Now, Pay Later Clauses and the remainder of these Terms, the Web Now, Pay Later Clauses will prevail.
Scope of Web Now, Pay Later Services
33. Praxio agrees to design, develop, and deliver a landing page or full website for the Client, as specified in the Proposal.
34. The Proposal will specify how many revisions the Client may request to the Client Website once it has been completed. Any additional revision requests beyond the included rounds may be accommodated at Praxio’s discretion and will incur additional fees.
Web Now, Pay Later Fee
37. If an instalment of the Web Now, Pay Later Fee remains overdue for more than 7 days, Praxio may:
37.1 suspend all work and withhold deliverables;
37.2 disable or take down the Client Website and any associated services;
37.3 terminate this agreement and remove the Client Website and related files from its servers; and/or
37.4 exercise any and all rights it holds in relation to the intellectual property in the work (including in the website, design, copyright etc), including the right to retain, reuse, or withhold such intellectual property until all outstanding fees are paid in full.
38. If this agreement is terminated for any reason before the Web Now, Pay Later Fee has been paid in full, the total outstanding balance of the Web Now, Pay Later Fee will become immediately due and payable by the Client. This includes all remaining instalments that would have otherwise been payable over the agreed term.
No transfer until paid in full
39. Ownership of the Client Website remains with Praxio until the Web Now, Pay Later Fee is paid in full.
40. The Client agrees that the Client Website must be hosted exclusively with Praxio for the duration of the Web Now, Pay Later period. Until such time as the Web Now, Pay Later Fee has been paid in full, the Client cannot transfer or migrate the website hosting to another provider.
41. The Client must not copy, duplicate, transfer, migrate, or attempt to host the Client Website with another provider, or engage a third party to make alterations to the Client Website, until the full Web Now, Pay Later Fee has been paid.
4-Week Design Guarantee
42. The 4-Week Design Guarantee applies only where the Proposal states that the 4-Week Design Guarantee applies, or where Praxio has otherwise agreed in writing to provide such guarantee to the Client.
43. Subject to 44, Praxio guarantees to deliver the initial website design within 4 weeks from the later of the following:
43.1 receipt of the first instalment of the Web Now, Pay Later Fee; and
43.2 receipt of a complete reverse brief from the Client to the satisfaction of Praxio, which must include (but is not limited to): a completed briefing form, all relevant brand assets (e.g. logos, style guides), and any required written content or imagery necessary to commence design.
44. The 4-Week Design Guarantee is subject to the following conditions:
44.1 all required content, branding assets, and approvals must be provided by the Client within 48 hours of request by Praxio. Delays from the Client may void the guarantee;
44.2 the guarantee applies strictly to the original agreed design scope. Requests for additional pages, revisions beyond the included rounds, or changes to the brief may affect eligibility;
44.3 “Delivery” of the design refers to the presentation of design concepts as outlined in the agreed scope of works. This may include one or multiple pages, depending on what has been confirmed in writing. It does not include development or launching the website in any environment;
44.4 the guarantee is limited to the first 5 approved design projects per calendar month. Praxio will advise the Client if its capacity has been reached; and
44.5 delays caused by third parties or causes outside of Praxio’s control are not counted toward the 4-week timeframe.
Client responsibilities
45. The Client agrees to provide timely feedback, content, and any materials necessary to enable Praxio to complete the Web Now, Pay Later Services.
46. If any third-party software or materials are used to design, develop, and deliver the Client Website, it is the Client’s responsibility to comply with all licensing terms and renewals.
47. The Client will be solely responsible for ensuring that all materials (including but not limited to text, images, videos) provided to Praxio do not infringe on third-party copyrights, trademarks, or intellectual property rights.
Ownership and Intellectual Property
50. For the purpose of the Web Now, Pay Later Clauses:
50.1 “Intellectual Property Rights” means all registered and unregistered intellectual property rights including in relation to present and future copyright, trademarks, designs, know-how and patents;
50.2“Pre-Existing Intellectual Property Rights” means: (a) with reference to Praxio, all Intellectual Property Rights of Praxio existing prior to the Client’s engagement with Praxio or otherwise developed in respect of Praxio’s business or that of its other clients; and (b) with reference to the Client, all Intellectual Property Rights of the Client existing prior to the Client’s engagement with Praxio;
50.3 “Client Materials” means the materials provided by the Client to Praxio for the purpose of the Web Now, Pay Later Services;
50.4 “Developed Materials” means any materials developed by Praxio specifically for the Client under these Terms (including but not limited to design and layout, written content or copy, code, graphics etc), but excluding any Pre-Existing Intellectual Property Rights of Praxio, Client Materials or Third-Party Materials; and
50.5 “Third-Party Materials” means any third-party materials used in producing or in conjunction with the Developed Materials including (without limitation) third-party software, and third-party images, designs and layouts.
51. The Client warrants that:
51.1 it is the owner or licensee of all Client Materials and the use of Client Materials by Praxio in the manner contemplated by these Terms will not infringe any Intellectual Property Rights of any person; and
51.2 it has obtained and will ensure the currency of all necessary rights and licenses necessary in relation to the use of any Third-Party Materials and will keep Praxio fully indemnified against any costs, losses, damages and expenses arising in relation to any third party claims in relation to the use of Third Party Materials.
52. All Intellectual Property Rights in the Developed Materials will remain the property of Praxio until full payment of the Web Now, Pay Later Fee has been received in full.
53. Subject to the Client’s compliance with these Terms and payment in full of the Web Now, Pay Later Fee:
53.1 ownership of all Intellectual Property Rights in the Developed Materials (including the Client Website) will vest in the Client;
53.2 to the extent that the Client’s use of the Developed Materials requires use of certain Pre-Existing Intellectual Property Rights belonging to Praxio, Praxio grants the Client a limited and revocable license to use those Pre-Existing Intellectual Property Rights for the limited purposes agreed to in writing; and
53.3 the Client agrees to provide Praxio with an unlimited, irrevocable and royalty-free licence to display and showcase all Developed Materials for the purpose of advertising and promoting its business.
54. Should the Client wish to host the Client Website elsewhere or engage another provider to manage the website following payment of the Web Now, Pay Later Fee in full, Praxio will take reasonable steps to facilitate the migration of the website to the Client’s nominated hosting provider. Upon migration, Praxio disclaims and the Client releases Praxio from all responsibility for the performance, security, maintenance, or functionality of the website.
55. Notwithstanding any other provision in these Terms, Praxio retains absolute ownership of all of its Pre-Existing Intellectual Property Rights and Praxio is in no way limited in its continued use of such Intellectual Property Rights including the use of such Intellectual Property Rights for any other client.
56. Any Third-Party Materials, 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.
57. The Client acknowledges that Praxio may use third-party providers to carry out the Hosting Services and/or the Web Now, Pay Later Services. The Client agrees that:
57.1 Praxio is not responsible for server downtimes caused by third-party providers; and
57.2 Praxio is not responsible for compatibility issues, data loss, performance degradation, or security vulnerabilities caused by third-party providers.
58. As at the date of these Terms, Praxio engages Kinsta to host the Client Website. The Client acknowledges and agrees that it has read, understood and agrees to be bound by the terms and conditions contained in the Kinsta Terms.
61. Praxio implements reasonable security measures to help protect the Client Website against cyber threats. However, absolute security cannot be guaranteed, and Praxio does not warrant that the Client Website will be free from hacking, malware, or other security breaches. In the event of such an incident, Praxio shall not be liable for any loss of revenue, loss of customer data, reputational harm, or other consequential damages.
62. The Client will be responsible for ensuring compliance with all data protection laws.
63. Praxio conducts daily backups of the Client Website, which are securely stored on Google Cloud and retained for a period of 90 days. In the event of a data loss or security incident, Praxio will restore the Client Website using the most recent uncompromised backup, within a commercially reasonable timeframe. While backups are provided, Praxio does not guarantee data accuracy or completeness and recommends that the Client maintain their own data exports where applicable.
64. Upon notification or detection of a security incident, Praxio will take reasonable steps to:
64.1 lock down access to the compromised system;
64.2 investigate the root cause;
64.3 remove any malicious code or vulnerabilities;
64.4 restore the Client Website to its most recent clean state; and
64.5 provide the Client with a summary of actions taken post-incident.
65. Praxio will notify the Client of the incident within 24 hours of detection, where reasonably possible. The Client agrees to cooperate with Praxio during the investigation and recovery process, including providing access or information as required. While Praxio will take commercially reasonable steps to resolve the issue, it does not guarantee full data restoration or protection from future incidents.
66. The Client acknowledge that Praxio’s role is limited to restoring platform integrity and that additional forensics or notification obligations remain the Client’s responsibility.
67. The Client is responsible for the security of any third-party integrations, plugins, or applications installed without Praxio’s approval.
68. The Client must use secure passwords and access controls for all accounts and notify Praxio immediately if a potential security issue is suspected.
69. Praxio is not liable for any consequential, indirect, or special damages arising from cyberattacks, unauthorised access or any other security-related incidents
70. The Client agrees to fully indemnify, defend, and hold harmless Praxio, its directors, employees, agents, and subcontractors from and against any and all liabilities, losses, damages, costs, claims, demands, and expenses (including reasonable legal fees), whether direct, indirect, incidental, special, or consequential, arising from or in connection with:
70.1 any breach by the Client of these Terms, the Kinsta Terms or other third-party service terms;
70.2 the Client’s misuse of the Hosting Services and/or the Web Now, Pay Later Services, including with respect to any content uploaded, hosted, or published through the Client Website;
70.3 any negligent, unlawful, or wilful act or omission by the Client or its representatives in connection with the Hosting Services or the Web Now, Pay Later Services;
70.4 any claims, demands, or legal proceedings brought by third parties relating to the Client Website, except to the extent caused by a negligent or unlawful act or omission by Praxio; and
70.5 the Client’s failure to comply with all applicable laws, regulations, and standards, including but not limited to privacy laws, data protection regulations, consumer protection laws, eCommerce requirements, accessibility standards, and any other relevant statutory obligations.
This indemnity clause survives termination
71. To the maximum extent permitted by law, Praxio will not be liable for any loss or damages, costs or expenses, whether direct, indirect, incidental or consequential including those arising from:
71.1 the Subscription, the Hosting Services or the Web Now, Pay Later Services;
71.2 suspension or cancellation of the Hosting Services or the Web Now, Pay Later Services;
71.3 the Client’s use of or any inability to use or access the Hosting Services, the Web Now, Pay Later Services or the Client Website;
71.4 any interruptions or delays in accessing the Client Website or any linked third-party websites or services;
71.5 any delay or failure by Praxio to meet deadlines or deliverables;
71.6 any acts, omissions, or failures of third-party service providers; or
71.7 circumstances beyond the reasonable control of Praxio,
whether in contract, tort (including negligence) or otherwise.
72. All conditions and warranties, which may be implied by law into these Terms, are excluded except to the extent that it would be unlawful to do so.
73. To the extent permitted by law, Praxio’s total liability to the Client under these Terms is limited, at its option, to one or more of the following:
73.1 the resupply of the Hosting Services or the Web Now, Pay Later Services; or
73.2 the payment of the cost of having the Hosting Services or the Web Now, Pay Later Services resupplied.
74. Clauses 71-74 (inclusive) survive termination.
75. These Terms will remain in effect until terminated by either party. Termination does not affect any accrued rights or obligations that existed prior to the date of termination.
76. This agreement may be terminated by either party, at any time, by providing 30 days’ written notice.
77. Praxio may terminate this agreement immediately by written notice if:
77.1 any fee payable by the Client remains outstanding for a period of 7 days or more;
77.2 the Client has committed any material breach of these Terms and failed to remedy that breach within 7 days;
77.3 Praxio’s agreement with Kinsta terminates; or
77.4 Praxio decides to no longer offer the Hosting Services or the Web Now, Pay Later Services.
78. Upon termination for any reason, all fees owing to Praxio by the Client become immediately due and payable.
79. The Client acknowledges and agrees that it will not be entitled to any credits or refunds for any unused services, support hours, or inclusions under their Plan.
80. Upon termination of this agreement, Praxio will immediately disable the Client Website hosting and cease performing any work. Should the Client wish to retain the Client Website or transfer the hosting of the Client Website, Praxio may, at its sole discretion, agree to facilitate the transfer for an additional fee, which must be paid in full before the transfer is initiated.
81. Praxio provides all website design, development, and hosting services to clients under its own name and on its own behalf. Lakewin Pty Ltd trading as ‘Pointdot’ (ABN 34 060 485 485) (Pointdot) provides marketing and advertising services in its own capacity. While both entities share common directors, each operates as a separate and independent service provider.
Clients may engage services from both entities where required to meet broader project objectives, however each entity is responsible for the services it delivers.
82. The Client acknowledges that the contract formed by these Terms is formed with Praxio. The Client acknowledges that it has not relied on any representation or statement made by Pointdot or its representatives, except as expressly set out in this agreement with Praxio.
83. The Client shall not assign, transfer or sub-licence any of its rights or obligations under these Terms, except with the prior written consent of Praxio.
84. Praxio reserves the right to update, modify, or amend these Terms by providing reasonable written notice to the Client. Any changes will take effect on the date specified in the notice and will apply to all ongoing and future services. Continued use of the Hosting Services or the Web Now, Pay Later Services constitutes acceptance of the updated terms. If the Client does not agree to the modified Terms, they may terminate the agreement by providing written notice before the changes take effect.
85. If any term or provision of this agreement is held to be illegal, void or unenforceable (in whole or in part) in any jurisdiction, such term or provision or part of such term or provision will be deemed not to form part of this agreement in that jurisdiction, but the validity and enforceability of the remainder of this agreement in that jurisdiction and the validity and enforceability of that term or provision in any other jurisdiction will not be affected.
86. All rights not expressly granted in these Terms are reserved.
87. Any indemnities and clauses intended to survive termination do survive termination or expiration of this agreement.
88. All waivers must be in writing. A single or partial exercise or waiver by a party of a right relating to these Terms does not prevent any other exercise of that right or the exercise of any other right.
89. Unless expressly stated otherwise in writing by Praxio, this agreement does not create a relationship of employment, trust, agency or partnership between the parties.
90. Unless expressly stated otherwise in writing by Praxio, these Terms (including the Proposal) constitute the entire agreement between the parties and supersedes all prior or contemporaneous writing, negotiations and/or discussions with respect to the subject matter.
91. The laws of New South Wales, Australia govern these Terms.
