For the purpose of this agreement and unless otherwise stated in writing:
a. “We” and “us” shall mean Digital Startup Solutions, ABN 604 002 090 95
and its respective successors and assigns.
b. “Client” “you” and “they” shall mean the Client named on any quote, invoice,
purchase order or any other document produced in relation to this agreement, or any person acting on behalf of and with the authority of the Client.
c. “Goods” shall mean all goods supplied by us to the Client or ordered by the Client but not yet supplied and includes goods described on any quote, invoice, purchase order, or any other document including any recommendations and advice.
d. “Services” shall mean all services supplied by us to the Client and includes any services outlined in any quote, invoice, purchase order, or any other documentation produced in relation to this agreement including any recommendations and advice.
2. Acceptance of Quote
a. Quotes are valid for thirty (30) days.
b. When a quote is accepted, the Invoice is to be paid within fourteen (14)
c. Acceptance of the quote will constitute acceptance of all Terms and
Conditions outlined herein.
d. Acceptance of the quote is confirmed by replying to us via the email
containing the quotation and/or making payment via the product link
provided to you.
e. The Client warrants that the persons accepting the quote and/or providing
instructions to us to deliver the goods or perform the services are duly
authorised by the Client.
f. The project will include everything listed in the quotation. Any work past
this will either be billed at our hourly rate or if in our opinion, and enough changes warrant it, we shall either re-quote the project or create a separate quotation for the additional work.
g. Once the Client has accepted the quotation they shall be informed of the start date of the project.
3. Payment Terms
Unless agreed otherwise, these are our payment terms.
a. Full payment is required before the commencement of any work.
b. If extra work is found outside of the accepted quote, this will be quoted
separately and billed as it occurs and no work will begin on extras until
payment is made.
c. If for any reason payment is not paid in full, the project remains the
property of Digital Startup Solutions.
4. Client Access
a. The Client accepts that they will not be given access to the administration
area of the website until the project is complete.
b. The Client understands that while the work is being undertaken by us, they
will not have the opportunity to enter the website and add, update, edit or
work with content in any way.
c. If for some reason the Client does enter the website before we have
completed our work and make changes, additions, edits or removals themselves, we shall assume that the Client has accepted our work and has then taken responsibility for that page or pages. This will signal the end of this part of the project. If the Client wishes to engage us to recommence this part of the project then an additional fee of $250 per page will be due.
a. We endeavour to build every website with the least amount of third-party
software, plugins and platforms required to execute the purpose of the
b. Where available we always use the most stable third-party software, plugins
and platforms. These may be at an additional cost where free versions are available. We shall discuss with the Client the options and what we recommend.
c. Any third-party platforms and licences must be purchased by the Client. Alternative to this, we will purchase in the customer’s name and include the cost of this purchase in the final bill if these arrangements have been made prior with us.
d. It is the Client’s responsibility to pay any future platform or licence requirements after the initial period has timed out. Usually and no longer than 12 (twelve) months.
e. Client to be aware that design and function limitations may exist to third-party software, plugins and platforms being used. We shall endeavour to do our best to style and/or create functionality of a platform, but being able to do so may be out of our control due to the platform’s own limitations.
f. Client to also be aware of possible compatibility issues between third-party software, plugins and platforms between other such software, plugins and platforms installed on the website or the website itself. We cannot know all possible compatibility issues before installing and working on such software and will not be held accountable if this is found to be the case.
g. Clients should also be aware that future updates of third-party software, plugins and platforms may create compatibility issues with other such software, plugins and platforms on the website or the website itself and we shall not be held accountable. All cases are completely out of our control.
h. During the build of the website, it may become apparent that extra third-party software, plugins, platforms or specialist code may be required that we have not foreseen or accounted for in our original quotation. In such cases, we shall inform the Client and offer suggestions as to what will be required and the reasons why. It is the Client’s responsibility to purchase whatever is necessary to move the project forward.
a. Although we do our best, if we make any recommendations regarding
choice of third party software, plugin, platform or any auxiliary project we
do so in good faith.
b. The final decision is the Clients and the Client must satisfy themselves that
any product recommended for them by us is best suited to their needs and we are not to be held responsible for errors or omissions on our part or any third party software, plugin or platform we recommended.
7. Approval Process and Revisions
a. Any work outside of our approval process and revision policy will be
changed at our hourly rate.
b. The Client is made aware that the websites that we build are responsive to
the screen size on which the website is viewed. Large images, particularly background images and images that fully scale either the screen by the width or height of the module used inside of the website will render differently depending on these screen sizes or modules. To achieve this our websites will crop the image so it can fill the available space depending on the screen size or module used which is considered normal behaviour. The effect of this is that some details of the image may be missing on smaller screen sizes.
c. The Client is made aware that our websites are fully rendered for mobile phones and tablets and that the dimensions of the screens used on mobile devices are completely different dimensions than those viewed on a desktop or notebook computer monitor. We will often change some elements used on the website if these elements are more suited to either mobile devices and computer monitors respectively.
d. The Client has the opportunity to make three (3) design revisions during the design phase only. The client is then required to approve the design. No further changes can be made after this time.
e. Design – We shall supply a design layout of the homepage and an example internal page. In some instances where other internal pages are of different design structures, we shall also supply design layouts of these also. This may be in the form of a wireframe, basic online website structure or other digital illustration. This design layout does not include hover functions, dividers or image parallax effects. The Client agrees to these designs by responding to an email sent from us. Alternatively, the Client may send us their own designs for web pages and layout. If the Client sends us their own designs and/or instructions, the Client agrees that we take such designs and/or instructions as a final agreement of work and no changes may be made.
f. Colours, Fonts and Effects – When building the first page of the website, the fonts and colours used throughout the site will be available for the Client to view in this ‘live’ environment. Also the hover functions, dividers or image parallax effects will be created during this stage. Client signs off on the colours, fonts and effects to be used by responding to an email sent from us.
8. Changes after completion
a. Minor changes when work is considered completed is to be within thirty
(30) days of the project being handed over to the Client.
b. These changes are limited to minor layout adjustments and only at our discretion, and will be no more than two (2) hours of time to complete..
c. When the thirty (30) day period ends, the project is archived and no further work will be completed.
d. If changes above and beyond what is listed here are requested, we have the right to quote the work, or not engage any further.
e. If you require trouble shooting of a project completed by us outside of the 30 days of completion, you will be billed at an hourly rate.
a. Any copy sent to us by the Client will be uploaded to the website as it is
b. It is the Client’s responsibility to ensure that all text is copy-written and
checked prior to us uploading it. Please ensure that you are satisfied with the content, grammar and spelling before passing any text to us. Our revision policy does not include changing copy of text, making corrections to spelling or grammatical errors and general editing. If you have changes to the copy that you have provided to us, it will incur an hourly rate to make the changes.
c. Any copywriting provided by Digital Startup Solutions does not guarantee it will achieve desired results.
10. Upload of Content
a. All files and content that the Client is required to send to us will only be
accepted via email attachment, a private Dropbox folder that will be provided to you or the Trello board that you shall be invited to. Unless agreed otherwise.
b. Any images that the Client sends to us must be of the correct dimensions and proportions. If we need to edit or crop images before we upload onto the website will incur additional charges at our standard hourly rate.
c. The resolution and size of any image that the Client sends to us is the responsibility of the Client. Images of a low resolution or small size may result in poor viewing quality once uploaded onto the website.
11. Site Speed
a. We will endeavour to make the page loading speed as quick as possible
wherever we can. However, some important elements in achieving this may
be out of our control such as the chosen server used, level of CDN etc.
b. The tools we use to check site speed are https://tools.pingdom.com and
a. If you have opted for our monthly maintenance package we shall log into
your website on a monthly basis and undertake all necessary updates of the WordPress core, third party software, plugins and platforms associated with the website and we shall conduct a general test for functionality.
b. Our monthly maintenance package is for one (1) hour of our time per month.
c. If conflicts occur due to any update of third party software, plugins and platforms we will endeavour to fix these conflicts during the one (1) hour of time allocation. If we cannot achieve this in this time we shall contact you to discuss further investigation and any fix of the problems. In this case any further work will be at our hourly rate.
d. Any updates of third party software, plugins and platforms are restricted to the licences of such being active. It is up to the Client to pay for extending any licences that may have expired, usually yearly.
e. We shall take a backup of website files and database and keep for two (2) months, after this time the backup will be destroyed.
f. It should be noted that our standard testing does not include testing every function, possible scenario or combination of functions.
g. Whilst undergoing website maintenance we shall endeavour to keep the website secure with the software that is running. We cannot guarantee against hackers or malicious intent of a third party.
a. All projects will receive an email outlining deadlines and expectations of
decisions, input and content.
b. Unless agreed in writing, if we have to wait more than fourteen (14) days to
receive materials, information or content past the scheduled due date, then the project will incur a restart fee of 2.5% of the quoted price, payable before any more work is completed unless agreed otherwise.
c. If we have to wait more than six (6) months to receive materials, information or content from you, the project is considered completed and any money paid is forfeit by the Client.
14. Intellectual Property
a. Any material whatsoever which may be subject to any form of trademark or
copyright that is displayed as part of the website which is supplied by the Client or related parties warrant to have obtained all proper consent necessary for use of such material, including images.
b. Where we produce any design, pattern, or specification during the manufacture of the Goods and Services, intellectual property in them remains with us, and may only be reproduced or copied with the written consent of us.
15. Data Security
a. We are not responsible to you or any third party for unauthorised access to
your data or the unauthorised use of the Services.
b. The Client is responsible for the use of the Services by any employee of
yours, any person you authorise to use the Services, any person to whom you have given access to the Services, and any person who gains access to your data or the Services as a result of your failure to use reasonable security precautions, even if such use was not authorised by you.
16. Indemnity & Qualifications
a. The Client agrees that no claim shall be made against us and any of its
directors, officers, partners, employees or agents (“Indemnified Persons”) to recover any loss or damage which the Client or its associates may suffer by reason of or arising out of anything done or omitted in relation to the provision of the Goods and/or Services described in this quote.
b. The Client must indemnify and keep us indemnified and the Indemnified Persons in respect of any claim, action, damage, loss, liability, cost, charge, expense or payment however arising (“Loss”) made or brought against, or paid, suffered, incurred by any Indemnified Person as a result of or in connections with, directly or indirectly, the provision of Goods or Services, described in this quote, including without limitation legal costs on a full indemnity basis.
c. The maximum amount for which we or the Indemnified Persons will be liable in respect of Loss made or brought against, or paid, suffered incurred by the Client or related party as a result of or in connection with this quote, is the total fees paid to we in relation to this engagement.
d. The remedies contained in this clause are without prejudice to and in addition to any warranties, indemnities, remedies or other rights provided by law, statute and/or under any other provision of this quote for the benefit of we.
a. All quotes are valid for thirty (30) days.
b. If a Client accepts a quote, payment is due within fourteen (14) days.
c. Once payment is received the project is considered under way and cannot
d. A postponement can be agreed upon between us and the Client for a
period of thirty (30) days at one time, with a maximum of six (6) months for
e. If a Client postpones a project with or without notice for longer than six (6)
months, we reserve the right to consider the project complete and no
refund is due.
a. Any changes to the Client details including name, address, telephone,
email, or any changes in ownership structure of the Client requires written notice to we within ten (10) business days of such changes being made.
19. Force Majeure
a. No party under this agreement shall be liable for any breach of any
provision of this contract arising from an act of God, natural disaster, terrorism, war, or any other occurrence beyond the control of any party.
a. If any Terms or Conditions contained in this document are found to be
unenforceable for reasons of invalidity or illegality, the remaining provisions shall not be affected in any way whatsoever.
21. The Coach and Create Program
a. Runs for a total of six (6) months and begins when payment is made in full
b. In some circumstances, this six (6) month period may be affected by the
complexity of the website build aspect, in which case we will notify the Client and adjust the program length as necessary. This is at the discretion of Digital Startup Solutions entirely.
c. If the client requires an extension past the six (6) months, this request will need to be put in writing by the client and approved at our discretion. Any extension will be charged at a monthly extension rate and payable as soon as it becomes due.
d. Program timing is dependent on the Client sending the required content as per the agreed schedule. Content constitutes the images, graphics, copy, information or anything else required by us to complete works.
e. The Coach & Create Program is designed to create everything required for a new business to advertise successfully within the online space. Although we endeavour to make your advertising successful, we do not guarantee results.
f. We shall analyse the data and metrics coming in from the various components of your marketing campaign and will refine, adjust and edit as necessary to the information available to us at that time.
g. The Client understands that the quality of information that is available to us is dependent on the internet traffic interacting with the marketing campaign.
h. The Client agrees to make available to them a reasonable marketing budget for testing purposes during the Coach and Create program and understands that results will vary based on the budget allowed.