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.
In this Agreement any term defined in the Project Proposal, Proposal and Approval of Works has that meaning and:
- The Company refers to Your Digital Solution, ABN 95 620 529 026, of Suite 1 / 922 Stanley St East Brisbane 4102 (Trading Address). (Postal for correspondence: PO Box 8266 Woolloongabba 4169).
- Agreement means these terms and the Project Proposal and any schedule or annexure to them.
- Project Proposal means the most recent documentation supplied and referenced by these terms.
- Confidential Information means all business, financial and technical information of a party other than that which is in the public domain (except as a result of a breach of this Agreement by the other party) or comes to the other party through a third party who is under no obligation of confidentiality.
- GST law means A New Tax System (Goods and Services Tax) Act 1999 (Cth) and any other similar or related Acts, regulations or rulings.
- Services means the services described in the Project Proposal.
- Unless specified otherwise in the Project Proposal, this Agreement commences on the date the parties execute the Agreement and (subject to earlier termination under this Agreement) continues until such time as the Services are complete.
- The Company will use best endeavours to provide the Services in accordance with the Project Proposal. The Client must perform any obligations required to be performed by it in the Project Proposal.
- The Client must hold all necessary consents, licenses, authorisations, approvals and permits necessary in relation to the promotion, competition or Services described in the Project Proposal.
- In consideration of providing the Services the Company will charge the Client and the Client will pay the payments, and other considerations, set out in the Project Proposal (Costs). The Client must pay all invoices within 7 days of the date on which the invoice is issued.
- Unless otherwise stated, the Costs quoted and payable by the Client to the Company will be stated as exclusive of all taxes, duties or levies (i.e. not including any GST). Upon invoicing applicable GST will be applied where required. If any Supply made by a party to the other (Recipient) pursuant to this Agreement is considered a Taxable Supply pursuant to the GST Law, then any GST payable on that Supply will be wholly due and payable by the Recipient at the time the payment for that Supply is due; and provided that the supplying party provides to the Recipient a valid tax invoice for that Supply prior to the time when the GST payment is due. Terms defined in the GST law have the same meaning in this clause.
- Each party must take all reasonable steps to ensure that it and its personnel do not disclose the other parties Confidential Information. A party must not disclose the other parties Confidential Information unless required by law. Each party must on demand destroy or return to the other party any Confidential Information supplied by the other party in connection with this Agreement.
- The Company does not warrant that the Services will be continuous or fault free or that all data or content (whichever is applicable) will be successfully transmitted or that any such transmission will be fault free or timely at all times. Best efforts will be undertaken on the Client’s behalf at all times according to industry standards at the time, relevant to the services provided.
- All statutory or implied conditions and warranties are excluded to the extent permitted by law. To the extent that liability for breach of conditions or warranties cannot be excluded, liability is limited to supplying the services or goods again or the payment of the cost of having the services or goods supplied again. Other than as specified the Company is not liable (including negligence) to the Client for any loss, damage, cost or expense (consequential or otherwise) arising in respect of this Agreement. Loss of profits, interest, business, sales, turnover, revenue, anticipated savings or goodwill will be losses of a consequential nature.
- The Company limits its liability for all direct loss arising out of this Agreement that has not been excluded or cannot exclude to the amount received by the Company from the Client in relation to this Agreement in the 3 months before the event giving rise to the Companies liability.
- The Company warrants that it, its employees and its contractors who are or who may be engaged to perform work in relation to the Client, the Services and/or the Project Proposal will have up to date, industry-standard virus protection, spyware and security measures in place to prevent any unauthorised access to, or damage to, the Client or any of the Client’s assets including but not limited to its website.
- Reliance on Third Parties. If and when services of third parties are sourced by us on your behalf, you hereby acknowledge and accept that we are not liable for any consequences of any acts or omissions of any of those third parties, whose activities we cannot control.Including but not limited to unavailability, security, privacy or continuance of these 3rd parties.
- Monthly Recurring Services. YDS provides digital marketing, web development, SEO, social media management, and other services at times on a recurring monthly basis. The Client must provide a minimum of 30 to 90 days written notice (as specified in their service agreement) to cancel or downgrade their recurring service.Notice must be sent via email to [email protected] or submitted in writing. The specific services covered in the Client’s subscription will be outlined in their service agreement.If and when services of third parties are sourced by us on your behalf, you hereby acknowledge and accept that we are not liable for any consequences of any acts or omissions of any of those third parties, whose activities we cannot control.Including but not limited to unavailability, security, privacy or continuance of these 3rd parties.
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]
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.