Terms of Service

Updated: March 1, 2025

1. Introduction

1.1 These Terms & Conditions (“Agreement”) govern the provision of all services, including but not limited to website design, development, digital marketing, consulting, and hosting services, by Wolf IQ Pty Ltd (“Wolf IQ,” “we,” “us,” or “our”) to you, the client (“you” or “your”).

1.2 By engaging Wolf IQ’s services, whether via a signed agreement, written confirmation, or electronic acceptance, you acknowledge that you have read, understood, and agree to be bound by these Terms & Conditions.

1.3 This Agreement, including any referenced policies or supplementary agreements, constitutes the entire agreement between the parties and supersedes all prior negotiations, agreements, understandings, and communications, whether written or oral.

1.4 Wolf IQ reserves the right to update, modify, or amend this Agreement at any time. Any modifications will become effective 30 days after notification via our website or by direct email to the client. Continued use of our services constitutes acceptance of the updated terms.

2. Ownership & Intellectual Property Rights

2.1 Ownership of Deliverables

2.1.1 Wolf IQ retains full ownership of all intellectual property, including but not limited to website code, graphics, written content, concepts, templates, and strategies, until full payment of all outstanding invoices.

2.1.2 Upon full payment, ownership of the final work product (excluding any third-party software, stock images, or licensed content) is transferred to you.

2.2 Third-Party Materials & Licensing

2.2.1 Any third-party assets, 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.

2.2.2 If third-party software or materials are used in your project, it is your responsibility to comply with licensing terms and renewals.

2.3 Confidentiality & Non-Disclosure

2.3.1 All project details, pricing, strategies, and proprietary methodologies shared by Wolf IQ are considered confidential information. You may not disclose this information to third parties without explicit written consent from Wolf IQ.

2.3.2 Wolf IQ will maintain strict confidentiality regarding any proprietary information provided by you unless disclosure is required by law.

3. Client Responsibilities & Indemnification

3.1 Content & Compliance

3.1.1 You are solely responsible for ensuring that all materials (text, images, videos, files, etc.) provided to Wolf IQ do not infringe on third-party copyrights, trademarks, or intellectual property rights.

3.1.2 You agree to indemnify, defend, and hold Wolf IQ harmless against any claims, damages, losses, liabilities, and legal costs arising from the use of unauthorised materials or failure to comply with applicable laws.

3.2 Indemnification for Third-Party Claims

3.2.1 You agree to indemnify and hold Wolf IQ, its directors, employees, contractors, and agents harmless from any claims, liabilities, costs, or damages, including legal fees, arising out of:

  • The content provided by you.
  • Any third-party legal claims related to your website or marketing materials.
  • Your failure to comply with privacy laws, consumer protection laws, eCommerce regulations, or accessibility requirements.

4. Non-Solicitation & Employment Restrictions

4.1 Restriction on Hiring Wolf IQ Employees & Contractors

4.1.1 You agree that during the term of engagement and for a period of 36 months following termination of services, you shall not directly or indirectly solicit, recruit, employ, or engage any employee, contractor, or subcontractor of Wolf IQ without prior written consent.

4.1.2 If this restriction is breached, you agree to pay liquidated damages of AUD $60,000 (GST exclusive) as a reasonable estimate of Wolf IQ’s recruitment, training, and operational costs.

5. Website Development, Hosting & SEO Disclaimer

5.1 Website Performance

5.1.1 Wolf IQ makes commercially reasonable efforts to develop websites optimised for search engine ranking. However, we do not guarantee specific search engine rankings, visitor traffic, or conversion rates, as these are influenced by external factors beyond our control.

5.1.2 Any alterations made by you or third parties post-delivery, including but not limited to unauthorized changes in code, plugins, or hosting environment, void all warranties and service guarantees.

5.2 Hosting & Server Management

5.2.1 If Wolf IQ provides website hosting services, you agree that:

  • Hosting fees are billed on a monthly or annual basis.
  • Late payments may result in service suspension or termination.
  • Wolf IQ is not responsible for server downtimes caused by third-party providers.

5.2.2 If hosting is provided by a third party, Wolf IQ is not responsible for compatibility issues, performance degradation, or security vulnerabilities caused by the hosting provider.

6. Payment Terms, Late Fees & Refund Policy

6.1 Payment Schedule

6.1.1 Payments are due as per the agreed proposal or invoice schedule. All services require an initial deposit before commencement.

6.1.2 Final payment must be made before project completion or website launch.

6.2 Late Payment Fees

6.2.1 Late payments are subject to:

  • Interest at 1.5% per month on overdue amounts.
  • Service suspension for accounts overdue by more than 30 days.

6.2.2 If an account remains overdue for 60 days, Wolf IQ reserves the right to terminate services and seek legal recourse for outstanding payments.

6.3 Refund Policy

6.3.1 All deposits and milestone payments are non-refundable.

6.3.2 No refunds will be issued once services have commenced, unless Wolf IQ fails to deliver work as contractually agreed.

7. Security, Data Breach & Cyber Liability

7.1 Security Measures

7.1.1 Wolf IQ employs commercially reasonable security measures to protect websites from cyber threats, but we do not guarantee immunity from hacking, malware, or security breaches.

7.2 Data Breach Liability

7.2.1 In the event of a data breach or hacking incident, Wolf IQ is not liable for loss of revenue, customer data, or reputational damage.

7.2.2 You are responsible for ensuring compliance with data protection laws (e.g., GDPR, CCPA).

7.3 Backup & Recovery Protocols

7.3.1 Wolf IQ performs daily website backups, which are securely stored on Google Cloud with a 90-day retention period.

7.3.2 In the event of a breach or data loss, Wolf IQ will restore the website from the most recent clean backup within a commercially reasonable timeframe, typically within 2 business hours.

7.3.3 While backups are provided, Wolf IQ does not guarantee data accuracy or completeness and recommends clients maintain their own data exports where applicable.

7.4 Incident Response Process

7.4.1 Upon notification or detection of a security incident, Wolf IQ will promptly:

  1. Lock down access to the compromised system.
  2. Investigate the root cause.
  3. Remove any malicious code or vulnerabilities.
  4. Restore the website to its most recent clean state.
  5. Provide a summary of actions taken post-incident.

7.4.2 You acknowledge that Wolf IQ's role is limited to restoring platform integrity and that additional forensics or notification obligations remain your responsibility.

7.5 Client Responsibilities

7.5.1 You are responsible for the security of any third-party integrations, plugins, or applications installed without Wolf IQ’s approval.

7.5.2 You are required to use secure passwords and access controls for all accounts and notify Wolf IQ immediately if a potential security issue is suspected.

7.6 Cyber Liability Disclaimer

7.6.1 Wolf IQ is not liable for any consequential, indirect, or special damages arising from cyberattacks or unauthorised access.

7.6.2 Wolf IQ’s total liability for any breach or security-related event is limited to the total amount paid by you to Wolf IQ in the preceding 12-month period.

8. Service Suspension & Termination

8.1 Wolf IQ may suspend or terminate services immediately if:

  • You violate these Terms & Conditions.
  • Payments are overdue beyond 60 days.
  • Your project involves illegal, unethical, or high-risk activities.

8.2 Upon termination, you must immediately cease use of Wolf IQ’s proprietary materials, and any unpaid work will remain the property of Wolf IQ.

9. Dispute Resolution & Governing Law

9.1 All disputes shall first be attempted to be resolved amicably through negotiation.

9.2 If unresolved, disputes shall be referred to binding mediation in Sydney, Australia, before proceeding with litigation.

9.3 This Agreement shall be governed by and construed in accordance with the laws of New South Wales, Australia.

10. Amendments & Final Provisions

10.1 Wolf IQ reserves the right to update these Terms & Conditions. The latest version will always be available on our website.

10.2 If any provision of this Agreement is found to be unenforceable, the remaining provisions shall remain in full effect.

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