Terms & Conditions.
Last updated: June 2026
Please read these Terms and Conditions carefully before engaging Baxoptimized for any services. By ticking the “I agree to the Terms and Conditions” checkbox at checkout and proceeding with payment, you (the Client) agree to be bound by these Terms and Conditions in full.
Definitions
"Baxoptimized", "I", "me", or "my" refers to Baxter Hanley, sole trader, operating as Baxoptimized (ABN 43 943 532 568), based in the Illawarra region, NSW, Australia.
"Client", "you", or "your" refers to the individual, business, or entity engaging Baxoptimized for services as described in the relevant proposal or agreement.
"Services" refers to the web design, website hosting and maintenance, local SEO, content creation, Google Business Profile management, and any other digital marketing services provided by Baxoptimized as outlined in the applicable proposal.
"Deliverables" refers to all work product created by Baxoptimized for the Client, including but not limited to website code, design files, written content, SEO configurations, and analytics setups.
"Proposal" refers to the written quote, scope of work, or service agreement provided by Baxoptimized to the Client before work commences.
"Third-Party Services" refers to any external platforms, tools, or providers used in the delivery of Services, including but not limited to Vercel, GitHub, Google (Analytics, Search Console, Business Profile), Formspree, domain registrars, and any photography or videography partners.
Services and Scope
2.1 Service Tiers
Baxoptimized offers the following service tiers. The specific tier, inclusions, and pricing applicable to the Client will be outlined in the Proposal:
Launch (One-Off) — A custom 5–7 page website build with basic on-page SEO, Google Business Profile setup, contact form, one round of revisions, and full handover. This is a one-off engagement with no ongoing obligations from Baxoptimized after handover.
Managed (Monthly) — Everything in Launch, plus ongoing hosting, backups, security monitoring, uptime monitoring, up to 30 minutes of minor edits per month, and a monthly performance summary. Requires a 12-month minimum commitment.
Growth (Monthly) — Everything in Managed, plus local SEO management, weekly Google Business Profile posts, review request system setup, two keyword clusters targeted, monthly content updates, local citation building, and a monthly growth report. Requires a 6-month minimum commitment.
Professional Content Half-Day (Add-On) — A half-day on-site content shoot coordinated through Baxoptimized's media partner. Delivered as a one-off add-on to any tier.
2.2 Scope of Work
The scope of Services for each engagement is defined exclusively by the Proposal. Any work requested outside the agreed scope will be quoted separately and is not included unless confirmed in writing by Baxoptimized.
Baxoptimized reserves the right to decline requests for services not currently offered, including but not limited to Google Ads management, Meta Ads management, email marketing, social media management, e-commerce development, branding, or logo design.
2.3 Revisions
Launch and initial build phases include one (1) round of revisions as standard. A “round of revisions” means one consolidated set of feedback submitted together. Additional revision rounds or ongoing changes beyond this will be quoted at Baxoptimized's prevailing hourly rate.
For Managed clients, up to 30 minutes of minor edits are included per calendar month. Unused edit time does not roll over. Requests exceeding the included time will be quoted before work proceeds.
Pricing and Payment
3.1 All Prices Exclude GST
All prices quoted by Baxoptimized are in Australian Dollars (AUD) and are exclusive of Goods and Services Tax (GST). Baxoptimized is not currently registered for GST (operating below the $75,000 annual turnover threshold). Should Baxoptimized become GST-registered during the term of the engagement, GST will be added to all invoices from the date of registration, and the Client will be notified in advance.
3.2 Domain and Hosting Costs Are Separate
Quoted prices do not include the cost of domain name registration, domain renewals, or any third-party hosting fees that may apply. These costs are borne by the Client and will be discussed and agreed upon separately before being incurred. Baxoptimized may register domains on the Client's behalf, but the domain remains the property of the Client at all times.
3.3 Payment Terms
For one-off projects (Launch tier): 50% of the total fee is due upfront before work commences, with the remaining 50% due upon launch. Alternatively, 100% may be payable upfront by agreement.
For monthly service tiers (Managed, Growth): the setup fee is due in full before work commences. Monthly fees are invoiced on the first business day of each month and are due within seven (7) days of the invoice date.
For add-ons: payment is due in full before the scheduled date of the add-on service.
3.4 Late Payment
If payment is not received within seven (7) days of the due date, Baxoptimized reserves the right to:
(a) Suspend all Services, including taking the Client's website offline, until payment is received in full;
(b) Charge interest on overdue amounts at a rate of 2% per month (or part thereof);
(c) Recover any costs incurred in pursuing the outstanding debt, including collection agency fees and legal costs.
3.5 Price Changes
Baxoptimized may adjust monthly service fees with 30 days' written notice to the Client. If the Client does not accept the new pricing, they may terminate the agreement at the end of the current billing period without penalty, subject to the minimum term obligations in Section 8.
Client Responsibilities
4.1 Provision of Materials
The Client is responsible for providing all content, materials, information, and access credentials required for Baxoptimized to deliver the Services, including but not limited to: business logos, brand assets, photographs, written content, testimonials, contact details, domain registrar access, Google account access, and any other materials specified in the Proposal or onboarding brief.
Baxoptimized is not responsible for delays caused by the Client's failure to provide required materials within agreed timeframes. If materials are not received within 14 days of the agreed deadline, Baxoptimized reserves the right to proceed with placeholder content or to place the project on hold until materials are received.
4.2 Accuracy of Information
The Client is solely responsible for the accuracy, legality, and appropriateness of all content, information, and materials provided to Baxoptimized. This includes but is not limited to business details, service descriptions, pricing information, testimonials, images, and any claims made about the Client's business, qualifications, or services.
Baxoptimized will publish content in good faith based on what the Client provides. The Client warrants that all materials provided are accurate, that they have the right to use them, and that they do not infringe on any third party's intellectual property rights, privacy rights, or any applicable law.
4.3 Regulatory Compliance
The Client is responsible for ensuring that their business operations and the content they provide comply with all applicable laws, regulations, industry codes, and professional body requirements. This includes but is not limited to:
(a) Australian Consumer Law and the Competition and Consumer Act 2010;
(b) AHPRA advertising guidelines and the National Law for health practitioners (physiotherapists, GPs, dentists, allied health professionals, and any other regulated profession);
(c) Privacy Act 1988 (Cth) and the Australian Privacy Principles;
(d) Building and construction licensing requirements in NSW;
(e) Any other applicable industry-specific regulations or codes of conduct.
While Baxoptimized will use reasonable care to flag known compliance issues (particularly AHPRA restrictions for health practitioner clients), the ultimate responsibility for compliance rests with the Client. Baxoptimized is not liable for fines, penalties, or losses arising from the Client's non-compliance with any regulatory obligation.
4.4 Website and Content Usage
The Client is solely responsible for how they use, modify, or repurpose any Deliverables after handover (Launch tier) or during the engagement. Baxoptimized is not liable for any loss, damage, claim, or penalty arising from the Client's use, modification, or misuse of the Deliverables.
For Managed and Growth clients, any changes made to the website, hosting configuration, domain settings, Google Business Profile, or analytics setup by the Client or a third party without Baxoptimized's knowledge may void any performance guarantees or service commitments and may incur additional fees to diagnose and repair.
4.5 Review and Approval
The Client is responsible for reviewing all Deliverables within seven (7) days of being presented for review. If no feedback is received within this period, the Deliverables will be deemed approved. Baxoptimized is not liable for errors, omissions, or issues in Deliverables that were presented for review and approved (or deemed approved) by the Client.
Intellectual Property
5.1 Ownership of Deliverables
Upon receipt of full payment for the relevant Services, the Client owns the website code, content, and design files created specifically for them. This includes HTML, CSS, JavaScript files, and written copy created for the Client's website.
This ownership does not extend to:
(a) Baxoptimized's pre-existing tools, templates, frameworks, code libraries, processes, or methodologies used in the creation of the Deliverables;
(b) Third-party software, libraries, fonts, plugins, or assets incorporated into the Deliverables (these remain subject to their own licence terms);
(c) Baxoptimized's general knowledge, skills, techniques, and expertise developed before or during the engagement.
5.2 Portfolio and Case Study Rights
Baxoptimized retains the right to display the Client's completed project in its portfolio, on its website, and in marketing materials for the purpose of showcasing work, unless the Client objects in writing before the project commences.
5.3 Client Materials
The Client retains ownership of all materials provided to Baxoptimized (logos, photos, copy, brand assets). The Client grants Baxoptimized a non-exclusive licence to use these materials solely for the purpose of delivering the agreed Services.
Third-Party Services and Tools
6.1 General
The delivery of Services involves the use of various third-party platforms and tools, including but not limited to: Vercel (hosting), GitHub (code storage), Google Analytics, Google Search Console, Google Business Profile, Formspree (contact forms), domain registrars, SEO tools, and photography/videography partners.
Baxoptimized does not own, operate, or control these Third-Party Services. The Client acknowledges and agrees that:
(a) Third-Party Services are subject to their own terms of service, privacy policies, and availability;
(b) Baxoptimized is not liable for any outage, data loss, security breach, pricing change, feature removal, or service interruption caused by a Third-Party Service;
(c) If a Third-Party Service changes its terms, pricing, or availability in a way that materially affects the Services, Baxoptimized will notify the Client and work to find a suitable alternative, but is not liable for any resulting disruption or additional cost;
(d) The Client is responsible for maintaining their own accounts with Third-Party Services where applicable (e.g., Google accounts, domain registrar accounts).
6.2 Professional Content Shoots — Media Partner
The Professional Content Half-Day add-on is delivered by an independent photographer/videographer (“Media Partner”) engaged by Baxoptimized. The Media Partner is not an employee, agent, or subcontractor of Baxoptimized. They operate as an independent professional under their own business and insurance arrangements.
The Client acknowledges and agrees that:
(a) Baxoptimized coordinates and facilitates the content shoot but does not personally perform the photography or videography work;
(b) The creative output, style, quality, and technical execution of the photography and videography is the sole responsibility of the Media Partner;
(c) Baxoptimized makes no guarantees or warranties regarding the quality, style, quantity, suitability, or fitness for purpose of the photos, videos, or other media content produced by the Media Partner;
(d) Any complaints, claims, or disputes regarding the quality, delivery, or output of the content shoot are between the Client and the Media Partner directly. Baxoptimized will assist in facilitating communication but accepts no liability for the Media Partner's work;
(e) Baxoptimized is not liable for any loss, damage, or expense arising from the Media Partner's performance, non-performance, delay, or conduct, including but not limited to: dissatisfaction with the creative output, missed or rescheduled shoot dates, equipment failure, lost or corrupted files, or any damage to the Client's property during the shoot;
(f) The Client is responsible for ensuring that their premises, work sites, and any locations used for the shoot are safe and accessible for the Media Partner;
(g) The Client is responsible for obtaining any necessary permissions, permits, or consents from third parties (including property owners, tenants, employees, customers, or subjects appearing in the content) before the shoot takes place;
(h) By proceeding with the content shoot, the Client confirms that all individuals featured in the photos or videos have given their informed consent to appear and for the content to be used on the Client's website, Google Business Profile, social media, and marketing materials. Baxoptimized is not liable for any claim arising from a failure to obtain such consent.
Cancellations or rescheduling of a booked content shoot must be communicated to Baxoptimized at least 48 hours in advance. Cancellations with less than 48 hours' notice may incur the full shoot fee, as the Media Partner may not be able to reallocate the booking.
Limitation of Liability and Disclaimer
7.1 No Guaranteed Results
Baxoptimized does not guarantee any specific results from the Services, including but not limited to:
(a) Specific search engine rankings, positions, or placement on Google or any other search engine;
(b) A specific number of website visitors, enquiries, leads, phone calls, or sales;
(c) Increased revenue or profitability for the Client's business;
(d) A specific number or quality of Google reviews;
(e) Specific PageSpeed Insights scores or website performance metrics.
Search engine algorithms are controlled by third parties (primarily Google) and are subject to change without notice. SEO results typically take a minimum of three to six months to materialise and are influenced by many factors outside Baxoptimized's control, including competitor activity, algorithm updates, and market conditions.
7.2 Limitation of Liability
To the maximum extent permitted by law, Baxoptimized's total aggregate liability to the Client for any and all claims arising out of or in connection with the Services, whether in contract, tort (including negligence), statute, or otherwise, is limited to the total fees actually paid by the Client to Baxoptimized in the six (6) months immediately preceding the event giving rise to the claim.
To the maximum extent permitted by law, Baxoptimized is not liable for any:
(a) Indirect, incidental, special, consequential, or punitive damages;
(b) Loss of revenue, profits, business, contracts, goodwill, data, or anticipated savings;
(c) Loss or damage arising from the Client's use or inability to use the Deliverables;
(d) Loss or damage arising from the actions, omissions, or failures of Third-Party Services;
(e) Loss or damage arising from unauthorised access to, or alteration of, the Client's website or data by third parties;
(f) Losses arising from changes to search engine algorithms, policies, or ranking factors;
(g) Losses arising from the Client's failure to maintain adequate backups of their own data or content.
7.3 Australian Consumer Law
Nothing in these Terms and Conditions excludes, restricts, or modifies any consumer guarantee, right, or remedy conferred by the Australian Consumer Law (Schedule 2 of the Competition and Consumer Act 2010) or any other applicable law that cannot be excluded, restricted, or modified by agreement. To the extent that such consumer guarantees apply, Baxoptimized's liability is limited to, at Baxoptimized's option: (a) re-supplying the relevant Services; or (b) paying the cost of having the relevant Services re-supplied.
7.4 Disclaimer of Warranties
Except as expressly stated in these Terms and Conditions or as required by the Australian Consumer Law, Baxoptimized makes no representations or warranties of any kind, whether express, implied, statutory, or otherwise, including but not limited to warranties of merchantability, fitness for a particular purpose, or non-infringement. The Services and Deliverables are provided on an “as is” and “as available” basis.
Baxoptimized does not warrant that the Services will be uninterrupted, error-free, or free from vulnerabilities. While Baxoptimized uses commercially reasonable efforts to maintain site security and performance, no website or hosting environment can be guaranteed to be completely secure.
Term and Termination
8.1 Minimum Terms
Managed tier: 12-month minimum commitment from the date of the first monthly invoice. Growth tier: 6-month minimum commitment from the date of the first monthly invoice.
If the Client terminates a monthly service agreement before the end of the minimum term, the Client is liable for the remaining monthly fees for the balance of the minimum term, payable immediately upon termination.
8.2 Termination by Client
After the minimum term has been fulfilled, the Client may terminate a monthly service agreement by providing 30 days' written notice to Baxoptimized. Termination takes effect at the end of the billing period in which the notice period expires. No refunds are provided for partial months.
8.3 Termination by Baxoptimized
Baxoptimized may terminate this agreement immediately by written notice if:
(a) The Client fails to pay any invoice within 14 days of the due date;
(b) The Client breaches any material term of these Terms and Conditions and fails to remedy the breach within 14 days of written notice;
(c) The Client engages in conduct that is unlawful, threatening, abusive, or that brings Baxoptimized into disrepute;
(d) The Client requests or directs Baxoptimized to publish content that is unlawful, misleading, defamatory, or in breach of any applicable regulation, and refuses to withdraw or amend the request;
(e) The Client becomes insolvent, enters administration, or is otherwise unable to meet their obligations.
8.4 Effect of Termination
Upon termination of any agreement:
(a) All outstanding invoices become immediately due and payable;
(b) Baxoptimized will cease providing Services;
(c) For Managed and Growth clients, hosting and maintenance will cease and the website may be taken offline unless alternative hosting arrangements are made by the Client within 14 days;
(d) Baxoptimized will provide the Client with a copy of their website files (code and assets) upon request, provided all outstanding fees have been paid in full;
(e) The Client's domain remains their property and is not affected by termination of Services.
Indemnification
The Client agrees to indemnify, defend, and hold harmless Baxoptimized from and against any and all claims, demands, actions, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or in connection with:
(a) The Client's breach of any term of these Terms and Conditions;
(b) Any content, materials, or information provided by the Client that is inaccurate, misleading, defamatory, or infringes on any third party's rights;
(c) The Client's failure to comply with any applicable law, regulation, or industry code (including AHPRA advertising restrictions for health practitioners);
(d) Any claim by a third party arising from the Client's use of the Deliverables or the operation of the Client's business;
(e) The Client's modification or misuse of the Deliverables after handover or without Baxoptimized's involvement;
(f) Any dispute between the Client and their own customers, contractors, or business partners.
Confidentiality
Both parties agree to keep confidential any proprietary or sensitive information disclosed during the engagement, including business strategies, customer data, pricing structures, login credentials, and financial information.
Confidentiality obligations do not apply to information that is publicly available, independently developed, or required to be disclosed by law or regulatory authority.
Baxoptimized will handle all client data and credentials with reasonable care and will use appropriate security measures (including password managers and secure storage) to protect login details and access credentials.
Privacy and Data
Baxoptimized complies with the Privacy Act 1988 (Cth) and the Australian Privacy Principles to the extent they apply to a sole trader operation.
In the course of delivering Services, Baxoptimized may have access to personal information belonging to the Client's customers (e.g., through contact form submissions, analytics data, or Google Business Profile enquiries). Baxoptimized will not use, disclose, or retain this information for any purpose other than delivering the agreed Services.
The Client is responsible for having an appropriate privacy policy on their website and for complying with all applicable privacy laws in relation to the personal information they collect through their website and online presence.
Force Majeure
Baxoptimized is not liable for any failure or delay in performing the Services caused by circumstances beyond its reasonable control, including but not limited to: natural disasters, pandemics, government actions, internet outages, power failures, acts of terrorism, or the failure of Third-Party Services. In such events, Baxoptimized will use reasonable efforts to resume Services as soon as practicable and will notify the Client promptly.
Dispute Resolution
If a dispute arises in connection with these Terms and Conditions, the parties agree to first attempt to resolve the dispute in good faith through informal negotiation within 14 days of written notice of the dispute.
If the dispute is not resolved through informal negotiation, the parties agree to attempt mediation through a mutually agreed mediator before commencing any legal proceedings. The costs of mediation will be shared equally.
If mediation is unsuccessful, either party may pursue legal remedies. Any legal proceedings will be conducted in the courts of New South Wales, Australia.
General Provisions
14.1 Entire Agreement
These Terms and Conditions, together with the applicable Proposal, constitute the entire agreement between the parties and supersede all prior discussions, representations, or agreements relating to the Services. Any variation to these Terms must be agreed in writing by both parties.
14.2 Severability
If any provision of these Terms and Conditions is found to be invalid, illegal, or unenforceable, the remaining provisions will continue in full force and effect.
14.3 Waiver
A failure by Baxoptimized to enforce any provision of these Terms and Conditions does not constitute a waiver of that provision or any other provision.
14.4 Assignment
The Client may not assign or transfer their rights or obligations under these Terms without the prior written consent of Baxoptimized. Baxoptimized may assign its rights and obligations to a successor entity in the event of a business restructure or sale.
14.5 Governing Law
These Terms and Conditions are governed by the laws of New South Wales, Australia. The parties submit to the exclusive jurisdiction of the courts of New South Wales.
14.6 Notices
All formal notices under these Terms and Conditions must be in writing and sent to the email address provided by each party. Notices sent by email are deemed received on the next business day after sending.
14.7 Relationship of Parties
Baxoptimized is an independent contractor. Nothing in these Terms and Conditions creates a partnership, joint venture, agency, or employment relationship between the parties. Baxoptimized is not the Client's employee and does not have authority to bind the Client.
Acceptance
By ticking the “I agree to the Terms and Conditions” checkbox at checkout and proceeding with payment, the Client acknowledges that they have read, understood, and agree to be bound by these Terms and Conditions and all disclaimers contained herein, in full. This acceptance is legally binding and has the same effect as a written signature. No separate signed agreement is required.
Baxoptimized — Baxter Hanley — Illawarra, NSW, Australia
All prices quoted in Australian Dollars (AUD), exclusive of GST unless stated otherwise.