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website design - Terms and Conditions

The attached quotation (or Statement of Work / Exhibit A) forms part of this agreement and describes the scope, deliverables, timeline estimates, and fees. We aim for a fair process that works for both of us.

By signing, confirming in writing (including email), or proceeding with the project (e.g., paying the deposit), you agree to these terms.

1. Services and Scope

We will provide the website design and development Services as described in the quotation/Exhibit A, using reasonable care and skill. This typically includes:

  • Wireframes, mockups, and iterative design.
  • Development using HTML5, CSS3, JavaScript (and any specified CMS/plugins).
  • Browser/device testing to ensure appropriate experience (not pixel-perfect in every old browser).
  • Upload to your hosting/server upon completion.

We are not responsible for: writing copy, providing photos/stock images (unless quoted separately), hosting/domain registration (unless specified), or ongoing maintenance post-handover (available at our hourly rate of $80/hr or as quoted).

You must provide: content, images, logos, access credentials, and timely feedback/approvals.

2. Timeline and Client Responsibilities

Timelines in the quotation are estimates and depend on your timely provision of materials, feedback, and approvals. Time is not “of the essence” unless specified. Delays from your side may extend deadlines without penalty to us.

We aim to keep momentum – if either party is unresponsive for 14+ days (no required info/feedback), we may charge a reasonable delay fee (up to 5% of project value per 7 days, capped at project total) or suspend work.

3. Fees, Payment, and Invoicing

Fees are as per the quotation (GST exclusive unless stated).

Payment schedule (example – adjust to match your quote):

  • 50% deposit to start.
  • [e.g., 30%] on design approval.
  • Balance (including any extras) before launch/handover.

Invoices are due within 7 days (or as stated). Late payments attract interest at [e.g., 1.5% per month] and may lead to suspension of work, withholding deliverables, or termination. You cover any bank/transfer fees.’

Extras (scope changes, rush work, stock assets) are quoted separately (rush at 150% standard rate if <1 week turnaround).

4. Changes to Scope

Changes outside the original scope require a written quote (or oral for urgent items, followed by invoice). We’ll use best efforts for minor tweaks within included revisions.

5. Revisions

We include up to 3 rounds of reasonable revisions per major phase (e.g., design, development) at no extra cost, provided they don’t change scope. Further revisions or major changes are charged at our hourly rate.

6. Intellectual Property and Ownership

  • You warrant that any materials you provide do not infringe third-party rights. You indemnify us for any claims/losses from your materials.
  • We (or our licensors) own pre-existing tools, code libraries, templates, etc.
  • Upon full payment of all invoices, we assign to you all copyright in the final website deliverables created specifically for you (excluding our pre-existing materials). This assignment is under the Copyright Act 1968 (Cth).
  • You grant us a royalty-free, perpetual licence to use the project (including in our portfolio, marketing, awards) without identifying you unless agreed.
  • Raw source files (e.g., layered PSDs, full code repos) are not provided unless separately quoted.
  • Post-launch changes or additional uses may require further fees/licences.

7. Delivery, Acceptance, and Post-Launch

We deliver/upload the website within 7 business days of your final approval and full payment.

You must test and notify us in writing of non-conformities within 7 days of delivery. We’ll fix genuine bugs/non-conformities (within scope) at no cost during a 30-day post-launch support period. After that, support is at our hourly rate.

If no notice within 15 days, the website is deemed accepted.

8. Termination and Cancellation

  • Either party may terminate this agreement:
    • For material breach (e.g., non-payment by you, or failure by us to meet agreed milestones after reasonable notice to remedy), with 7 days’ written notice to remedy the breach (if remediable).
    • For convenience (no fault), by either party giving written notice: you with at least 14 days’ notice; we with at least 30 days’ notice (to allow reasonable wind-down).
  • On termination or cancellation (however it occurs):
    • You remain liable to pay all invoices for work completed up to the termination date, plus any committed expenses or third-party costs incurred on your behalf.
    • We may issue a final invoice for:
      • Work performed but not yet invoiced.
      • A reasonable “kill fee” or proportion of remaining project fees (up to 50% of the unpaid balance, depending on project stage and resources committed – e.g., higher if in development/testing phase).
    • No further work will be performed, and we may suspend access or remove any unpublished/unpaid material from servers we control.
  • Website Transfer and Handover 
    (what you receive and under what conditions): Upon full payment of all outstanding amounts (including any final invoice or kill fee):
    • If the project is substantially complete 
      (e.g., website approved and ready for launch or already live): We will provide a handover package within 14 business days, which typically includes:
      • Upload of the final website files to your nominated hosting/server (or provision of a zip/export of site files if already hosted elsewhere).
      • All final deliverables created specifically for you (e.g., custom HTML/CSS/JS files, theme customisations, images/graphics produced for the project).
      • Admin login credentials for the CMS (e.g., WordPress dashboard), hosting control panel (if we manage it), and any relevant third-party accounts (e.g., Google Analytics, plugin licences we set up).
      • List of installed plugins/themes (with versions and sources), plus any custom code documentation or basic handover notes (e.g., how to update content).
      • Transfer of domain DNS settings if we manage them (or instructions to do so).
    • If the project is partially complete 
      (e.g., terminated mid-design or development): We will provide:
      • All completed and paid-for deliverables up to that point (e.g., approved wireframes/mockups, partial code/files).
      • A snapshot/export of progress (e.g., staging site access or file dump).
      • Reasonable assistance (up to 2 hours at no extra cost) to explain handover items.
      • Note: Unfinished/unpaid elements (e.g., incomplete pages, custom plugins in development) remain our property; no assignment of IP occurs until full payment. We are not obligated to complete unfinished work.
    • Plugins and Third-Party Elements:
      • You receive full rights to use any third-party plugins/themes we installed (subject to their own licences – e.g., Elementor for WordPress plugins).
      • If plugins are premium/paid (and we purchased them on your behalf), we aren’t liable to transfer account access or licence details. Ongoing renewals/subscriptions become your responsibility post-handover.
      • We do not guarantee compatibility or ongoing support for plugins after handover; any issues post-10-day support period are at our standard hourly rate ($80/hr).
    • Hosting and Domain:
      • If we provide hosting, we will assist with migration to your new host (reasonable efforts, billable if extensive). Hosting ends on termination unless paid ongoing.
      • Domain remains yours (if registered in your name); we provide transfer instructions or auth codes.
    • Non-Payment Scenario: If any amounts remain unpaid, we retain ownership of all deliverables (including partial work), may withhold handover, and can remove the site from any servers we control. No rights or access transfer until payment in full.
  • Post-Handover: After handover, any further support, training, fixes, or changes are outside this agreement and charged at our then-current hourly rate. We recommend you arrange new hosting/maintenance promptly to avoid downtime.

9. Warranties and Australian Consumer Law

We provide Services with due care and skill, and otherwise in compliance with the Australian Consumer Law (ACL). Nothing in this agreement excludes, restricts, or modifies any rights or remedies under the ACL that cannot be lawfully excluded.

To the extent permitted by law:

  • We disclaim liability for indirect/consequential losses (e.g., lost profits).
  • Our total liability is capped at the fees paid for the Services.
  • We provide no guarantee of specific business results (e.g., traffic, sales).

10. Limitation of Liability and Indemnity

We are not liable for: third-party services (hosting, plugins), your instructions/materials, or events beyond reasonable control (force majeure).

You indemnify us against claims arising from your breach, your materials, or unauthorised use of deliverables.

11. Confidentiality

Both parties keep confidential information secret (except as required by law or already public).

12. General

  • This is the entire agreement; amendments in writing only.
  • We are independent contractors (not employees).
  • Governing law: New South Wales, Australia. Disputes resolved in NSW courts.
  • No third-party rights under this agreement.
  • Severability: Invalid clauses don’t affect the rest.