Terms and Conditions

1. ACCEPTANCE AND CONTRACT FORMATION

1.1 This quote, together with these terms and conditions, constitutes a binding agreement upon acceptance by the Client.

1.2 Acceptance occurs when the Client: (a) signs and returns this quote; (b) makes payment; (c) issues a purchase order; or (d) requests commencement of services.

1.3 This quote is valid for 30 days from the date above, after which pricing and availability may change.

2. SCOPE OF SERVICES

2.1 The Consultant agrees to provide the technology consulting services described in the quote ("Services").

2.2 Any services not explicitly listed in the quote are excluded and will require a separate agreement and additional fees.

2.3 The Client acknowledges that the scope is based on information provided and any material changes may result in revised pricing.

3. FEES AND PAYMENT

3.1 The Client agrees to pay the fees specified in the quote.

3.2 Unless otherwise stated, fees are exclusive of GST, which will be added where applicable.

3.3 Payment terms: Net 15 days from invoice date.

3.4 Late payments will incur interest at 2% per month or the maximum rate permitted by law, whichever is lower.

3.5 The Consultant reserves the right to suspend services if payments are overdue by more than 14 days.

4. TIMEFRAMES AND DELIVERY

4.1 The estimated timeframe for completion is 9 weeks - delivery by 10th December 2025

4.2 Timeframes are estimates only and depend on timely provision of information, access, and approvals by the Client.

4.3 The Consultant will use reasonable efforts to meet estimated timeframes but is not liable for delays caused by circumstances beyond its reasonable control.

5. CLIENT OBLIGATIONS

5.1 The Client must provide:

• Timely access to systems, premises, and personnel as reasonably required
• Accurate and complete information necessary for the Services
• Timely decisions and approvals
• Any third-party licenses, credentials, or permissions required

5.2 Delays caused by the Client's failure to meet these obligations may result in revised timeframes and additional fees.

6. INTELLECTUAL PROPERTY

6.1 Upon full payment, all intellectual property rights in the deliverables created under this quote will transfer to and vest in the Client.

6.2 The Consultant retains ownership of: (a) pre-existing intellectual property and materials developed prior to this engagement; (b) general methodologies, tools, and templates not specifically created for the Client; and (c) general knowledge and experience gained during the engagement.

6.3 The Consultant grants the Client a perpetual, non-exclusive, royalty-free license to use any pre-existing Consultant materials necessarily incorporated into the deliverables.

6.4 The Consultant warrants that it has the right to transfer the intellectual property and that the deliverables will not infringe any third-party intellectual property rights.

6.5 The Client acknowledges that the Consultant may incorporate third-party open-source software components (such as Squiz DXP, Wordpress, HubSpot, Flowbite and Tailwind CSS) in the development of the deliverables. Such components are provided under their respective open-source licenses (for example, the MIT License), and all intellectual property rights in these components remain with their original creators or copyright holders . While these components may be integrated, extended, or modified as part of the deliverables, nothing in this agreement transfers ownership of any third-party open-source component to the Client. The Client’s use of these components within the deliverables is subject to the terms of their respective open-source licenses.

7. CONFIDENTIALITY

7.1 Each party agrees to keep confidential all confidential information disclosed by the other party.

7.2 This obligation does not apply to information that: (a) is publicly available; (b) was already known; (c) is independently developed; or (d) must be disclosed by law.

7.3 This confidentiality obligation survives termination for 3 years.

8. WARRANTIES AND LIMITATIONS

8.1 The Consultant warrants that Services will be performed with reasonable care and skill in accordance with industry standards.

8.2 The Consultant does not warrant that the Services will meet all of the Client's requirements or be error-free.

8.3 The Client is responsible for testing and accepting all deliverables. Any issues must be reported within15 days of delivery.

8.4 The Consultant's liability for any warranty claim is limited to re-performing the deficient Services at no additional charge.

9. INSURANCE AND LIABILITY

9.1 The Consultant maintains the following insurance coverage:

• Public Liability Insurance: $10,000,000
• Professional Indemnity Insurance: $2,000,000

9.2 To the maximum extent permitted by law, the Consultant's total liability for any claim arising from this agreement is limited to the amount recoverable under the Consultant's Professional Indemnity Insurance policy ($2,000,000).

9.3 The Consultant is not liable for any indirect, consequential, or incidental damages including loss of profits, data, or business opportunities.

9.4 Nothing in this agreement excludes liability that cannot be excluded by law, including liability for fraud, gross negligence, or personal injury.

9.5 The Client acknowledges that the fees charged reflect the allocation of risk and the liability limitations set out in this clause.

10. TERMINATION

10.1 Either party may terminate this agreement by providing 7 days written notice.

10.2 Upon termination, the Client must pay for all Services performed up to the termination date on a pro-rata basis.

10.3 The Consultant may terminate immediately if the Client breaches any payment obligation.

10.4 Upon termination and full payment, clauses 6.1 and 6.3 (relating to IP transfer) will take effect for all work completed to the date of termination.

11. GENERAL PROVISIONS

11.1 Entire Agreement: This quote and these terms constitute the entire agreement and supersede all prior discussions and agreements.

11.2 Amendments: Any changes must be agreed in writing by both parties.

11.3 Assignment: Neither party may assign this agreement without the other's written consent.

11.4 Governing Law: This agreement is governed by the laws of Victoria Australia.

11.5 Severability: If any provision is invalid or unenforceable, the remaining provisions continue in full force.

11.6 Notices: All notices must be in writing and sent to the addresses specified in the quote.

ACCEPTANCE

By signing a quote supplied by FrontStage Digital, or by supplying an official purchase order, the Client accepts this quote and agrees to be bound by these terms and conditions.