1. Definitions

In this Agreement:

• Agreement means this agreement, including any Quote.

• Approved Budget means the budget set out in the Quote, as modified in accordance with this Agreement from time to time.

• Australian Consumer Law means Schedule 2 of the Competition and Consumer Act 2010 (Cth).

• Consequential Loss means:

  • any loss of income, profit or business;

  • any loss of goodwill or reputation; and

  • any pure economic loss and any increased operating costs,
    suffered or incurred by any person whether arising in contract, tort (including negligence) or otherwise or under any statute.

• Deliverables means any deliverables specified in the Quote.

• Parties means the parties to this Agreement.

• Product means any product delivered in connection with the Services.

• Project means the project described in the Quote.

• Quote means the Quote attached to this Agreement and any subsequent Quote which forms part of this Agreement, as modified in accordance with this Agreement from time to time.

• Rate means the rate set out in the Quote or, if no rate is specified, our current hourly rate as determined by us.

• Scope means the scope described in the Quote.

• Service Fees means the fees described in the Quote.

• Services means the services described in the Quote.

• Term means the term of this Agreement.
  
  

2. Interpretation

This Agreement is governed by the laws of Queensland and the parties irrevocably submit to the non-exclusive jurisdiction of the courts of that State.

In the interpretation of this Agreement:

• Parties must perform their obligations on the dates and times fixed by reference to the capital city of Queensland.

• Reference to an amount of money is a reference to the amount in the lawful currency of the Commonwealth of Australia.

• If the day on or by which anything is to be done is a Saturday, Sunday or public holiday, then it must be done on the next business day, unless otherwise agreed.

• References to a party are intended to bind their executors, administrators and permitted transferees.
  
  

3. Engagement

In consideration of you paying our Service Fees, we agree to provide the Services on the terms and conditions set out in this Agreement, which includes terms and conditions specified in any Quote entered into between us from time to time. A Quote will set out the specific services to be provided, anticipated deliverables, and relevant pricing. All Quotes must be accepted in writing by both parties to be effective.

4. Provision of the Services

We agree that we must:

• Adhere to the Approved Budget (if any), Service Fees, Scope and Deliverables and any variations approved by you.

• Act promptly, diligently, honestly, and exercise due care, skill and attention in providing the Services.

• Do all things necessary to ensure that the Services are provided to your reasonable satisfaction.

We will not, except as directed by you, do anything not contemplated by the Agreement or the items above.

5. Provision of Information

You must provide us with all information, documents, images, text or things reasonably necessary for us to provide the Services, within a reasonable timeframe of request. We are not responsible for delays caused by your delay in providing information.

You must provide accurate information and indemnify us for any loss or damage arising as a result of inaccurate or unlawful information.

On completion of the Project, you are responsible for proofreading and error-checking all works and agree to notify us within two (2) business days of any errors requiring rectification. You indemnify us for any loss arising from errors that remain unreported after this period.

6. Term

The engagement commences on the date of this Agreement and continues until:

• the agreed work is completed,

• any completion date set out in a Quote, or

• terminated by either party,

unless otherwise agreed in writing.

7. Payment and Invoicing

• You must pay us in accordance with the Quote.

• Invoices must be paid as per the terms stated.

• If you instruct a change to the Services, the Service Fees will be adjusted accordingly.

• We reserve the right to request a deposit before providing Services where a change has been requested.

• Payment on time is a strict condition of this Agreement.

• If you default in payment, we may terminate this Agreement and charge interest (4% above the RBA cash rate).

8. Expenses of Collaborative Solutions and Design Pty Ltd

External expenses such as web hosting, domain charges and software purchases will be passed on to you as per the Quote or other agreement.

9. Reports

We will ensure you have satisfactory information regarding the progress of the Services, including:

• regular updates; and

• prompt replies to communication.

10. Intellectual Property and Moral Rights

• We are the exclusive owner of all intellectual property in works developed in the course of providing Services.

• We will assign intellectual property rights to you on completion of this Agreement, subject to you complying with obligations under this Agreement.

• We may reproduce intellectual property for marketing purposes.

• Moral rights will be waived where possible.

• These provisions survive termination.

11. Confidentiality

Both Parties agree to keep confidential any information relating to the business, processes, or affairs of the other, except where disclosure is required by law. This clause survives termination.

12. Electronic Communication

The Parties will communicate electronically. You acknowledge risks associated with email and data devices (e.g. interception, delays, viruses). You release us from liability arising from such risks.

13. Website Security

• We will endeavour to protect Services and Products from misuse, damage or unauthorised use.

• Upon completion, you will be given access information and are responsible for use and management.

• You indemnify us for any misuse or damage after completion.

14. Termination

Either party may terminate this Agreement by notice.

Further provisions cover:

• breaches, insolvency, or unresolved disputes;

• obligations regarding intellectual property;

• final invoicing;

• pro-rated payments.

Termination does not prejudice accrued rights.

15. Waiver

Failure to enforce rights is not a waiver. Waivers or variations must be in writing and signed.

16. No Disparagement

Parties must not disparage each other publicly.
Negative reviews should first be raised directly in good faith.

This clause survives termination.

17. Retention of Title

All materials remain our property until the project is completed and all fees are paid. We may provide watermarked or locked copies until invoices are settled.

18. Dispute Resolution

• Negotiation: Parties will first attempt informal negotiation.

• Termination: If unresolved after 14 days, the Agreement will automatically terminate.

• Mediation: If required, disputes will be mediated under Queensland Law Society rules.

• Proceedings: If mediation fails, either party may commence proceedings.

• Costs are shared equally.

• This clause survives termination.

19. Warranties

• We warrant that we are duly incorporated in Australia and authorised to enter into this Agreement.

• You warrant that your details are correct and you are authorised to enter into this Agreement.

20. Limitation of Liability

• To the extent permissible by law, we are not liable for loss or damage, whether in contract, tort or otherwise.

• Nothing excludes your rights under the Australian Consumer Law.

• If a guarantee is breached, liability is limited to re-supplying the Services, paying the cost of re-supply, or another fair remedy.

21. Events Beyond Control

Neither party will be liable for failures caused by events beyond their control (e.g. natural disasters, strikes, government actions).

22. No Reliance on Warranties or Representations

Each party confirms it has relied only on its own enquiries and not on external representations, unless expressly set out in this Agreement.

23. Notices

Notices must be in writing and delivered by:

• personal delivery,

• post (deemed received after 2 business days), or

• email (deemed received when it enters the recipient’s system).

24. Variation

Scope, budgets, fees and deliverables may only be varied by agreement between the Parties.

25. Acceptance

If you do not return the signed agreement but instruct us to commence work, that will be deemed acceptance of these terms.