Terms and Conditions

1. Introduction

These Terms and Conditions ("Terms") govern the provision of web development services by Sans Studio ABN 54 219 311 240 ("Developer", "we", "us", "our") to clients ("Client", "you", "your).

By engaging our services, you agree to be bound by these Terms. Please read them carefully before proceeding.

2. Services

2.1 Scope of Work

The specific services to be provided will be outlined in a separate proposal, quote, or statement of work ("SOW"). The SOW forms part of these Terms.

2.2 Changes to Scope

Any changes to the agreed scope of work must be requested in writing and will be subject to additional fees and timeline adjustments as determined by the Developer.

2.3 Client Responsibilities

The Client agrees to:

• Provide timely access to necessary materials, information, and feedback
• Designate a primary point of contact for the project
• Respond to requests for information within reasonable timeframes
• Provide accurate and complete information required for the project

3. Payment Terms

3.1 Fees

All fees will be specified in the SOW or estimate. Unless otherwise stated, all prices are in Australian Dollars (AUD) and are inclusive of GST where applicable. Fees cover only the services explicitly outlined in the SOW or estimate.

3.2 Payment Schedule

Payment terms and schedule will be outlined in the SOW or estimate. The Client agrees to adhere to the payment schedule as specified in the project documentation.

3.3 Payment Methods

Payment can be made via bank transfer, PayPal, or other agreed methods. Payment details will be provided on invoices.

3.4 Late Payment

Invoices are due within 14 days of the invoice date unless otherwise specified. Late payments may incur interest at a rate of 2% per month on the outstanding balance.

3.5 Non-Payment

In the event of non-payment, the Developer reserves the right to:

• Suspend or terminate services
• Withhold delivery of files and access credentials
• Pursue legal action to recover outstanding amounts
• Remove the website from hosting

4. Timeline and Delivery

4.1 Project Timeline

Estimated timelines will be provided in the SOW. These are estimates only and are subject to change based on Client feedback, scope changes, and other factors.

4.2 Delays

The Developer is not liable for delays caused by:

• Late or incomplete information from the Client
• Changes to project scope
• Third-party service issues
• Events beyond reasonable control (force majeure)

5. Intellectual Property

5.1 Ownership of Deliverables

Upon full payment of all fees, the Client will own the final deliverables as specified in the SOW, including custom code, designs, and content created specifically for the project.

5.2 Pre-Existing Materials

The Developer retains ownership of:

• Pre-existing code, tools, libraries, and frameworks
• Templates and boilerplate code
• General methodologies and techniques
• Any materials not specifically created for this project

5.3 Third-Party Materials

Any third-party plugins, themes, fonts, images, or other materials used in the project remain the property of their respective owners and may be subject to separate licensing terms.

5.4 Portfolio Rights

The Developer reserves the right to use the completed project in portfolios, case studies, and marketing materials unless otherwise agreed in writing.

5.5 Client Content

The Client warrants that they own or have permission to use all content, images, text, and materials provided to the Developer and indemnifies the Developer against any claims arising from the use of such materials.

6. Revisions and Approvals

6.1 Revision Rounds

The project includes a specified number of revision rounds as outlined in the SOW. Additional revisions beyond this scope will be charged at the Developer"s standard hourly rate.

6.2 Client Approval

The Client is responsible for reviewing and approving deliverables in a timely manner. Failure to provide feedback within 14 days will be deemed as approval.

6.3 Sign-Off

Once the Client has approved and signed off on the final deliverables, any subsequent changes will be treated as new work and charged accordingly.

7. Third-Party Services and Additional Content

7.1 Services Not Included

Unless explicitly stated in the SOW or estimate, the following services and materials are NOT included in the development fee:

• Website hosting services
• Domain registration or renewal
• Copywriting and content creation
• Professional photography or custom images
• Stock images, icons, or graphics
• Premium fonts or font licenses
• Third-party plugin licenses or subscriptions
• SSL certificates
• Email hosting services
• SEO services
• Marketing or advertising services
• Any other third-party services or materials

7.2 Client Responsibility

The Client is responsible for:

• Providing all content, text, and copy for the website
• Sourcing and providing all images, graphics, and media files
• Ensuring they have appropriate licenses for any fonts, images, or materials provided
• Arranging and paying for their own hosting, domain, and any third-party services

7.3 Third-Party Service Procurement

If the Client requests the Developer to source or procure third-party services, licenses, or materials on their behalf:

• This will be treated as an additional service and charged accordingly
• The Client will be responsible for all third-party costs
• The Developer acts only as a facilitator and makes no warranties regarding third-party services

7.4 Maintenance

Post-launch maintenance and support services are available separately and are not included in the initial development fee unless specified in the SOW or estimate.

7.5 Updates

The Developer is not responsible for maintaining, updating, or fixing issues that arise after project completion unless a separate maintenance agreement is in place.

8. Warranties and Disclaimers

8.1 Service Warranty

The Developer warrants that services will be performed with reasonable skill and care in accordance with industry standards.

8.2 Bug Fixes

The Developer will fix any bugs or errors in the delivered work at no additional charge for a period of 30 days following project completion, provided the issue is reported in writing during this period.

8.3 Disclaimer

Except as expressly stated in these Terms, the Developer makes no warranties, express or implied, including but not limited to:

• Warranties of merchantability or fitness for a particular purpose
• That the website will meet all of the Client"s requirements
• That the website will be error-free or uninterrupted
• That the website will achieve any particular result or ranking

8.4 Third-Party Services

The Developer is not responsible for the performance, availability, or security of third-party services, plugins, APIs, or hosting platforms.

9. Limitation of Liability

9.1 Liability Cap

To the maximum extent permitted by law, the Developer"s total liability for any claims arising from these Terms or the services provided shall not exceed the total fees paid by the Client for the specific project giving rise to the claim.

9.2 Excluded Damages

The Developer shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to:

• Loss of profits or revenue
• Loss of data
• Loss of business opportunities
• Damage to reputation

9.3 Australian Consumer Law

Nothing in these Terms excludes, restricts, or modifies any guarantee, warranty, term, condition, right, or remedy that cannot be excluded under the Australian Consumer Law or any other applicable law.

10. Confidentiality

10.1 Confidential Information

Both parties agree to keep confidential any proprietary or sensitive information disclosed during the course of the project.

10.2 Exceptions

Confidentiality obligations do not apply to information that:

• Is publicly available
• Was already known to the receiving party
• Is independently developed
• Must be disclosed by law

11. Termination

11.1 Termination by Client

The Client may terminate the project at any time by providing written notice. Upon termination:

• The Client will pay for all work completed to date
• The Client will pay for any non-refundable expenses incurred
• The Developer will provide work completed up to the termination date upon receipt of payment

11.2 Termination by Developer

The Developer may terminate the project if:

• The Client breaches these Terms
• Payment is more than 30 days overdue
• The Client fails to provide necessary cooperation or materials

11.3 Effect of Termination

Upon termination, both parties will be released from future obligations, but any obligations that arose prior to termination will remain in effect.

12. Indemnification

The Client agrees to indemnify and hold harmless the Developer from any claims, damages, losses, liabilities, and expenses (including legal fees) arising from:

• Client-provided content, materials, or information
• Breach of these Terms by the Client
• Violation of any third-party rights by the Client

13. Dispute Resolution

13.1 Good Faith Negotiation

In the event of any dispute, both parties agree to first attempt to resolve the matter through good faith negotiation.

13.2 Mediation

If negotiation fails, the parties agree to attempt mediation before pursuing legal action.

13.3 Governing Law

These Terms are governed by the laws of Victoria, Australia. Any legal proceedings will be conducted in the courts of Victoria.

14. General Provisions

14.1 Entire Agreement

These Terms, together with the SOW, constitute the entire agreement between the parties and supersede all prior discussions, agreements, or understandings.

14.2 Amendments

Any amendments to these Terms must be made in writing and signed by both parties.

14.3 Assignment

The Client may not assign or transfer their rights or obligations under these Terms without the Developer"s prior written consent.

14.4 Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect.

14.5 Waiver

Failure to enforce any provision of these Terms does not constitute a waiver of that provision or any other provision.

14.6 Force Majeure

Neither party shall be liable for any failure or delay in performance due to circumstances beyond their reasonable control, including but not limited to acts of God, war, terrorism, pandemics, natural disasters, or government actions.

14.7 Notices

All notices under these Terms must be in writing and sent to the contact details provided by each party.

14.8 Independent Contractor

The Developer is an independent contractor and nothing in these Terms creates an employment, partnership, or agency relationship.

15. Acceptance

By engaging our services, making a deposit payment, or signing a proposal or quote, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions.