Standard Terms of Business

Your Digital Solution Pty Ltd | ABN 95 620 529 026
Suite 1/922 Stanley St East, Brisbane QLD 4102 | PO Box 8266, Woolloongabba QLD 4169
[email protected] | Version: June 2025

These Standard Terms of Business apply to all engagements with Your Digital Solution unless otherwise specified in a Project Proposal or service agreement. By paying a deposit or commencing an engagement, you confirm you have read and agree to be bound by these terms.

1. Definitions

Agreement — These Standard Terms of Business together with the Project Proposal and any schedule or annexure to them.
AI Tools — Artificial intelligence or machine learning software used by the Company to assist in the delivery of Services, including tools for content generation, SEO analysis, image processing, or code assistance.
Client — The person or entity identified as the client in the Project Proposal.
Company — Your Digital Solution Pty Ltd, ABN 95 620 529 026.
Confidential Information — All business, financial, and technical information of a party, other than information that is in the public domain or received from a third party free of any obligation of confidentiality.
Deliverables — The outputs, materials, or work product to be produced by the Company under the Project Proposal.
Force Majeure Event — Any event outside a party’s reasonable control, including natural disasters, acts of government, war, cyberattacks, pandemic, platform outages, or telecommunications failures.
GST Law — A New Tax System (Goods and Services Tax) Act 1999 (Cth) and any related Acts, regulations or rulings.
Intellectual Property — All copyright, trademarks, patents, designs, trade secrets, and all other intellectual property rights, whether registered or unregistered.
Pre-existing IP — Intellectual Property owned or licensed by the Company prior to the commencement of this Agreement, including proprietary templates, frameworks, tools, and methodologies.
Project Proposal — The most recent written proposal, scope of works, or statement of work supplied by the Company and accepted by the Client.
Services — The services described in the Project Proposal.

2. Commencement and Term

Unless otherwise specified in the Project Proposal, this Agreement commences on the date both parties execute it and continues until the Services are complete, or until terminated in accordance with this Agreement.

3. Services

3.1 Company Obligations
The Company will use reasonable endeavours to provide the Services in accordance with the Project Proposal, applying industry-standard skill and care.

3.2 Client Obligations
The Client must:
Perform all obligations required of it under the Project Proposal in a timely manner. Provide all necessary materials, content, access, instructions, and approvals required for the company to deliver the Services. Hold all consents, licences, authorisations, approvals, and permits required in connection with the Services. Ensure that all materials and content provided to the Company do not infringe any third-party rights, including Intellectual Property rights

3.3 Client-Caused Delays
Where the Client fails to provide required materials, instructions, approvals, or feedback within 10 business days of a written request, the Company may:
Pause delivery of the Services without penalty. Revise the project timeline accordingly. Invoice for all work completed to the date of the pause. Any timeline extensions caused by Client delay are not considered a breach by the Company.

3.4 Approval and Sign-Off
Written approval of a Deliverable by the Client (including via email) constitutes formal acceptance of that Deliverable. Following acceptance, additional revision requests may be subject to additional fees at the Company’s standard rates. Unless otherwise agreed in the Project Proposal, the Company will provide up to two rounds of revisions per Deliverable.

3.5 Use of AI Tools
The Client acknowledges that the Company may use AI Tools to assist in the delivery of Services. The Company will ensure that all AI-assisted outputs are reviewed by qualified personnel before delivery. The Company makes no warranty that AI-generated content is free from error, and the Client is responsible for reviewing all Deliverables prior to use.

4. Fees and Payment

4.1 Costs
In consideration of the Services, the Client will pay the fees and other amounts set out in the Project Proposal.

4.2 Payment Terms
All invoices are due and payable within 7 days of the date of issue, unless otherwise specified in the Project Proposal.

4.3 Late Payment
If any invoice is not paid by the due date, the Company may:
Charge interest on the outstanding amount at a rate of 2% per month (compounding monthly), accruing daily from the due date until the date of payment. Suspend delivery of the Services until the overdue amount is paid in full. Terminate this Agreement in accordance with clause 10.

4.4 GST
All Costs are exclusive of GST unless otherwise stated. GST will be added to invoices where applicable under Australian law. The Company will provide a valid tax invoice prior to payment being due.

4.5 Third-Party Costs
Unless included in the Project Proposal, the Client is responsible for all third-party costs incurred in delivering the Services, including but not limited to advertising spend, platform subscription fees, domain registration, and hosting charges.

5. Intellectual Property

5.1 Assignment of Deliverables
Upon receipt of full payment of all outstanding Costs, the Company assigns to the Client all Intellectual Property rights in the Deliverables created specifically for the Client under this Agreement, to the extent that such rights are capable of assignment.

5.2 Pre-existing IP
The Company retains all ownership of Pre-existing IP. Where Deliverables incorporate Pre-existing IP, the Company grants the Client a non-exclusive, royalty-free licence to use that Pre-existing IP solely as incorporated in the Deliverables and for the purposes contemplated by this Agreement.

5.3 Third-Party Components
Certain Deliverables may incorporate third-party software, plugins, themes, or licenced materials. The Client’s use of those components is subject to the applicable third-party licence terms. The Company will notify the Client of any material third-party licence obligations.

5.4 Client Materials
The Client grants the Company a non-exclusive licence to use all materials provided by the Client (including logos, images, and content) solely for the purpose of delivering the Services.

5.5 Portfolio Rights
Unless the Client provides prior written objection, the Company may reference the Client’s name and display the Deliverables in its portfolio, case studies, and promotional materials.

6. Confidentiality

Each party must take all reasonable steps to protect the other party’s Confidential Information and must not disclose it to any third party without prior written consent, except as required by law. Each party must, on written demand, destroy or return all Confidential Information belonging to the other party. This clause survives termination or expiry of this
Agreement for a period of 2 years.

7. Privacy and Data Handling

Both parties agree to comply with the Privacy Act 1988 (Cth) and the Australian Privacy Principles. The Company will only collect, use, and disclose personal information in connection with the delivery of the Services. The Company will implement reasonable technical and organisational measures to protect personal data against unauthorised
access, loss, or disclosure.

The Company may access the Client’s platforms, analytics accounts, advertising accounts, and other data systems solely for the purpose of delivering the Services. The Company will not sell or disclose Client data to third parties without prior written consent.

8. Warranties and Liability

8.1 Company Warranty
The Company warrants that it, its employees, and its contractors will maintain up-to-date, industry-standard virus protection, spyware detection, and security measures to prevent unauthorised access to Client systems accessed in the course of providing the Services.

8.2 Service Continuity
The Company does not warrant that the Services will be continuous or fault-free, or that all data transmissions will be successful or timely. The Company will apply industry-standard practices and use reasonable endeavours to minimise disruptions.

8.3 Exclusion of Implied Warranties
To the maximum extent permitted by law, all statutory or implied conditions and warranties are excluded. Where liability for breach of an implied condition or warranty cannot be excluded, liability is limited to re-supplying the relevant services or goods, or paying the cost of having them re-supplied.

8.4 Exclusion of Consequential Loss
To the maximum extent permitted by law, the Company excludes all liability for any indirect, consequential, special, or incidental loss or damage arising out of or in connection with this Agreement, including but not limited to loss of profits, revenue, business, anticipated savings, goodwill, or data, regardless of whether such loss was foreseeable or the Company
had been advised of the possibility of such loss.

8.5 Liability Cap
The Company’s total aggregate liability to the Client for all direct loss arising under or in connection with this Agreement (to the extent not excluded) is limited to the greater of: (a) the total Costs paid by the Client to the Company in the 3 months immediately preceding the event giving rise to liability; or (b) AUD $500.

9. Third-Party Services and Platforms

Where the Company sources third-party services on behalf of the Client — including but not limited to hosting providers, advertising platforms (such as Google or Meta), website platforms (such as WordPress), payment gateways, or domain registrars — the Client acknowledges and accepts that:

• The Company is not liable for any act, omission, failure, unavailability, security breach, change of terms, or discontinuation of those third-party services.
• Third-party platforms may change their features, algorithms, pricing, or policies at any time without notice, and such changes do not constitute a breach by the Company.
• The Client’s use of third-party services is subject to the applicable third-party terms and conditions.
• The Company will notify the Client of any material third-party changes that become known to the Company.

10. Monthly Recurring Services

10.1 Scope
The Company provides digital marketing, web development, SEO, social media management, and other services on a recurring monthly basis as specified in the Project Proposal.

10.2 Cancellation
To cancel or downgrade a recurring service, the Client must provide written notice by email to [email protected]. The required notice period is as specified in the Client’s Project Proposal (either 30, 60, or 90 days depending on the service). The Client remains liable for all fees during the notice period.

10.3 Billing During Notice Period
All fees continue to accrue and are payable during the notice period. No refund is payable for any prepaid fees where the Client cancels mid-period.

11. Suspension and Termination

11.1 Termination by the Company
The Company may, by written notice, immediately suspend or terminate this Agreement if:

• The Client fails to pay any invoice and the amount remains unpaid 7 days after written notice of default.
• The Client commits a material breach of this Agreement that is not remedied within 14 days of written notice.
• The Client becomes insolvent, is placed into administration or liquidation, or makes an arrangement with creditors.
• The Client engages in unlawful conduct in connection with the Services.

11.2 Termination for Convenience
Either party may terminate this Agreement for any reason by providing 30 days’ written notice to the other party, unless a different notice period is specified in the Project Proposal.

11.3 Effect of Termination
On termination:

• The Client must pay for all Services rendered and expenses incurred up to the date of termination.
• The Company will deliver all completed Deliverables to the Client upon receipt of full payment.
• Work-in-progress Deliverables will be delivered at the Company’s discretion and may be subject to an additional charge.
• Clauses 5, 6, 7, 8, 11.3, 13, and 14 survive termination.

12. Force Majeure
Neither party is liable for any failure or delay in performing its obligations under this Agreement to the extent that such failure or delay is caused by a Force Majeure Event. The affected party must notify the other party as soon as practicable and use reasonable endeavours to minimise the impact. If a Force Majeure Event continues for more than 60 days, either party may terminate this Agreement by written notice without further liability.

13. Dispute Resolution

If a dispute arises out of or in connection with this Agreement, the parties must:

• First attempt to resolve the dispute by good-faith negotiation between senior representatives of each party within 14 days of written notice of the dispute.
• If not resolved within 14 days, refer the dispute to mediation before a mutually agreed mediator (or one appointed by the Queensland Law Society).
• Only commence legal proceedings if mediation fails or is refused. Nothing in this clause prevents a party from seeking urgent injunctive or declaratory relief.

14. Governing Law and Jurisdiction

This Agreement is governed by the laws of Queensland, Australia. Each party submits to the exclusive jurisdiction of the courts of Queensland and any courts competent to hear appeals from those courts.

15. Variation of Terms

The Company may update these Standard Terms of Business from time to time. The Company will provide at least 30 days’ written notice of material changes (by email or via the Company’s website). Continued use of the Services after the effective date of any update constitutes acceptance of the updated terms. If the Client does not accept the updated terms, they may terminate this Agreement in accordance with clause 11.2 before the update takes effect.

16. General

16.1 Entire Agreement — This Agreement constitutes the entire agreement between the parties in relation to its subject matter and supersedes all prior representations, negotiations, and agreements.
16.2 Severability — If any provision of this Agreement is held to be invalid or unenforceable, it is to be read down to the extent necessary to make it valid and enforceable. If that is not possible, the provision is severed, and the remainder of the Agreement continues in full force.
16.3 Waiver — A failure to exercise or delay in exercising any right under this Agreement does not constitute a waiver of that right.
16.4 Assignment — The Client may not assign or transfer any rights or obligations under this Agreement without the prior written consent of the Company. The Company may assign this Agreement to a related entity or successor business without consent.
16.5 Notices — All notices must be in writing and delivered by email with read receipt, or by post. Notices to the Company should be sent to [email protected] or PO Box 8266, Woolloongabba QLD 4169. Notices are deemed received on the next business day after sending.