1. Definitions

“Agreement” means these Terms and the Order Agreement executed by the Client. These Terms prevail over the Order Agreement except to the extent the conflict is solely about a commercial particular expressly completed on the Order Agreement (e.g. Fees, commencement date, Client legal name, notice email).
‍“Client” means the entity identified in the Order Agreement.
‍“Page” means any landing or sales page designed, hosted, and licensed by Siterush for the Client under this Agreement.
‍“Services” means all design, copy, hosting, maintenance, and related tasks described in the Order Agreement.
‍“Fees” means the Design Fee and Monthly Licence Fee specified in the Order Agreement.
‍“Intellectual Property Rights” (or IPR) includes copyright, trade marks, design rights, patents, confidential information, and all similar rights worldwide, whether registered or unregistered.
‍“Business Day” means a day other than a Saturday, Sunday, or public holiday in Victoria, Australia.
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2. Services & Deliverables

2.1 Siterush will provide the Services with commercially reasonable skill and care.
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2.2 Scope limits per Page (unless expressly varied in the Order Agreement):
  (a) maximum 8 visual sections;
  (b) maximum 800 words of copy;
  (c) maximum section height 1,000 px;
  (d) design and hosting by Siterush only.
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2.3 Any additional features, pages, integrations, or creative work outside the scope are chargeable at Siterush’s then-current rates and will be quoted in writing before commencing.


3. Fees, Payment & Taxes

3.1 Design Fee:

• For Fixed-Fee Clients:
A one-time Design Fee of $10,000 is payable in full upon execution of the Order Agreement via Stripe checkout or an approved third-party finance provider.

• For Performance Guarantee Clients (see section 7):
No upfront Design Fee applies. Instead, clause 7 governs applicable fees, which are invoiced after the performance assessment period.
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3.2 Monthly Licence Fee. Begins on the earlier of (i) Client’s sign-off of the Page, or (ii) the end of the Free-Trial Period (clause 7). Charged automatically each month until terminated under clause 11.
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3.3 All Fees are exclusive of sales taxes, goods and services taxes, and any other applicable taxes, which the Client must pay.
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3.4 Late or failed payment. Payments more than 48 hours overdue will result in temporary unpublishing of the page(s) until payment is received. Siterush will not be responsible for any resulting lost sales due to late payments.


4. Client Responsibilities

The Client must:
(a) complete Siterush’s onboarding form within 3 Business Days of signing;
(b) supply all required assets, log-ins, and feedback within 3 Business Days of request;
(c) ensure all supplied content is accurate, lawful, and non-infringing;
(d) maintain valid payment details.
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5. Revisions & Change Control

5.1 Up to three (3) rounds of revisions per Page are included, provided changes do not materially alter scope. 
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5.2 Additional or out-of-scope changes will be quoted and require written acceptance and upfront payment.


6. Intellectual Property & Licence

6.1 All custom code, page layout, visual elements, transitions and any other IP in the Page (excluding Client Materials) is and remains the property of Siterush.
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6.2 Upon full payment of all Fees, Siterush grants the Client a non-exclusive, non-transferable, revocable licence to use the Page solely as hosted by Siterush for the Client’s own e-commerce business.
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6.3 The Client must not copy, reproduce, sublicense, sell, decompile, or otherwise exploit the Page or any part of it.
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6.4 The Client retains ownership of all Client Materials supplied to Siterush and grants Siterush a royalty-free licence to use those materials to perform the Services.
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6.5 Siterush may display the Page (and the Client’s trade marks) in its portfolio and marketing materials unless the Client pays the Credit-Removal Fee specified in the Order Agreement.
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6.6 Nothing in this Agreement transfers ownership of Siterush’s design systems, code libraries, or underlying tooling, all of which Siterush may reuse for other customers.


7. 30-Day Performance Guarantee

7.1 Eligible Clients may choose a performance-based pricing structure instead of the fixed fee.

7.2 Under this structure:

• No upfront payment is required.
• After the first 30 days from the Page’s launch, if the Page delivers a conversion rate increase of at least 10% (as verified via Shopify's 'conversion rate breakdown > filtered by landing page URL'), the Client must pay an amount equal to the actual revenue increase generated in that period, capped at $30,000. Siterush will provide data verification and invoice accordingly.

7.3If the Page fails to achieve a 10% conversion uplift, the Client may choose to decline purchase of the Page, and no fee will be owed.

7.4 If the Client wishes to keep using the Page despite not meeting the performance goal, a flat one-time fee of $5,000 will apply, plus ongoing Monthly Licence Fees.

7.5 Monthly Licence Fees apply regardless of performance outcomes once the Client chooses to keep the Page.
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8. Cancellation & Refunds

8.1 All payments are final. No refunds will be given for any payments. Our performance guarantee exists for the purpose of guaranteeing results. Once any fees are paid, including but not limited to fixed fees, fees falling due at the end of the 30-day performance period, and monthly licensing fees, they are non refundable.

8.2 Clients can choose to cancel the license at any time, however no payments made up to cancellation date will be refunded, and all outstanding payments must be paid within 5 business days of cancellation.


9. Availability & Maintenance

9.1 Siterush targets 99 % monthly uptime but does not guarantee uninterrupted service. Downtime caused by Webflow, force majeure, scheduled maintenance (< 2 hours, with 24 hours’ notice), or Client actions is excluded.

9.2 Minor bug fixes and browser-compatibility tweaks are included. Major feature requests or third-party integrations are chargeable.


10. Warranties, Disclaimers & Australian Consumer Law

10.1 Siterush warrants that the Services will be performed with due care and skill.
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10.2 Except as set out in clause 9.1 and any non-excludable rights under the ACL, the Services are provided “as-is” and Siterush disclaims all other warranties, express or implied.
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10.3 If the ACL applies and the Services fail to comply with a consumer guarantee, Siterush’s liability is limited (at its option) to re-supplying the Services or paying the cost of having the Services supplied again.


11. Liability & Indemnity

11.1 To the maximum extent permitted by law, Siterush’s total aggregate liability under this Agreement is limited to the Fees paid for the Page giving rise to the claim.

11.2 Siterush is not liable for loss of profits, revenue, goodwill, data, or any indirect or consequential loss.

11.3 The Client indemnifies Siterush against all losses, damages, and costs arising from (a) Client Materials that infringe third-party IPR, (b) unlawful or defamatory content, (c) misuse of the Page, or (d) breach of this Agreement.


12. Termination & Suspension

12.1 Either party may terminate for material breach not remedied within 7 Business Days after written notice.

12.2 Siterush may terminate immediately if (a) Fees remain unpaid 14 days after due, (b) the Client becomes insolvent, or (c) required by law.

12.3 Upon termination: (i) all licences granted to the Client cease; (ii) the Page is de-published; (iii) outstanding Fees become immediately due.

12.4 Clauses 6, 9, 10, 12, 13, and any others intended to survive, continue after termination.


13. Confidentiality & Publicity

13.1 Each party must keep the other’s confidential information confidential and use it solely to perform its obligations.

13.2 Clause 12.1 does not apply to information that is public, was independently developed, or must be disclosed by law.

13.3 Unless the Client pays the Credit-Removal Fee, the Client must display the credit “Designed by Siterush” with a hyperlink in the Page footer for at least three (3) years. The credit removal fee is added to the monthly license fee on a per-page basis. The removal fee is calculated based 0.5% of the page's 12-month revenue, divided by 12.


14. Force Majeure

Neither party is liable for delay or failure caused by events beyond reasonable control (e.g., platform outage, epidemic, war, natural disaster) provided it notifies the other party and uses reasonable efforts to mitigate. If force majeure continues > 30 days, either party may terminate on 7 days’ notice.

15. Dispute Resolution

15.1 If a dispute arises, senior representatives must meet (virtually or in person) within 10 Business Days to negotiate in good faith.

15.2 If unresolved after 20 Business Days, either party may refer the dispute to mediation administered by the Resolution Institute in Melbourne.

15.3 Nothing prevents a party seeking urgent injunctive or equitable relief from a court.


16. Notices

Notices must be in writing and sent to the email address or physical address specified in the Order Agreement. A notice sent by email is deemed received on the earlier of (i) the recipient’s reply, or (ii) one Business Day after transmission, unless the sender receives an automated failure notification.


17. Assignment & Subcontracting

Siterush may subcontract or assign its rights and obligations, provided it remains liable for subcontractor performance. The Client may not assign this Agreement without Siterush’s prior written consent (not to be unreasonably withheld).


18. Severability & Waiver

If any provision is unenforceable, it is severed and the rest remains in force. Failure to enforce any right is not a waiver.


19. Governing Law & Jurisdiction

This Agreement is governed by the laws of Victoria, Australia. The parties submit to the exclusive jurisdiction of the courts of Victoria.

‍End of Terms & Conditions (v2025-06-02)