Website brief and design agreement

Terms

The terms that apply to this project.

1. Scope of work

1.1The Provider will design and build the website described in Schedule 1 (the Project), informed by the Client's Website Brief in Schedule 2. If the two conflict, Schedule 1 prevails.

1.2Anything not listed in Schedule 1 is out of scope and will be quoted separately. Out-of-scope work only starts once the Client approves the quote in writing (email is fine).

2. Client responsibilities

2.1The Client will supply all text, images, logos, product details and logins needed for the Project in a timely manner.

2.2The Client will provide feedback and approvals within five (5) business days of each request.

2.3The Client is responsible for the accuracy and legality of all content it supplies, including any claims about its products or services, and indemnifies the Provider against any claim, loss or cost arising from that content.

3. Fees and payment

3.1The Client will pay the fees in Schedule 1. Invoices are payable within seven (7) days.

3.2The deposit is required before work starts. The website will not be launched or transferred until the balance is paid in full.

3.3If an invoice is more than 14 days overdue, the Provider may pause work, or suspend any ongoing services, until payment is received.

3.4Third-party costs (domains, hosting, premium plugins, themes, stock images, paid apps) are not included unless stated in Schedule 1 and are paid by the Client.

4. Revisions and changes

4.1A revision round is a single consolidated list of changes supplied at one time. Schedule 1 sets out how many are included.

4.2Additional revisions, or changes to approved work, are charged at the extra work rate in Schedule 1.

5. Timeline and delays

5.1Dates in Schedule 1 are estimates and depend on the Client meeting its responsibilities under clause 2.

5.2If the Client delays supplying content or feedback, the timeline extends accordingly.

5.3If the Project stalls for more than 30 days because of the Client, the Provider may invoice for work completed to date and place the Project on hold. Restarting may need rescheduling.

6. Approval and launch

6.1When the website is ready, the Provider will ask the Client for a final review. The Client has five (5) business days to report issues against the agreed scope.

6.2If no issues are reported in that time, or the Client starts using the website publicly, the website is taken to be approved.

7. Domains, hosting and third-party services

7.1Domain names should be registered in the Client's name. Anything the Provider registers on the Client's behalf will be transferred to the Client on request once all fees are paid.

7.2The Provider is not responsible for outages, price or policy changes, or data loss caused by third-party providers (e.g. domain registrars, payment gateways, or platforms such as Shopify or WordPress.com). The website is hosted on an account in the Client's name, and the Client pays the hosting provider directly. The Provider does not host client websites and is not responsible for the hosting provider's availability, but under an ongoing services arrangement will help restore the website promptly after an outage.

7.3Where the work includes setting up a Google Business Profile or other business listings (such as Bing Places, Apple Business Connect or Yelp), the Provider sets them up in the Client's name and guides the Client through each platform's verification, which only the Client can complete. Each platform decides whether a listing is approved, stays live and where it ranks, so the Provider cannot guarantee any of these. Ongoing listing work (posts, review replies, reinstatement requests) is only included under an ongoing services arrangement that states it, and is otherwise charged at the extra work rate.

8. Intellectual property

8.1Once all fees are paid, the Client owns the final website design and content created specifically for the Client under this Agreement.

8.2The Provider keeps ownership of its pre-existing tools, code, templates and know-how, and grants the Client a permanent, non-exclusive licence to use them as part of the website.

8.3Third-party items (fonts, themes, plugins, stock images) remain subject to their own licences.

8.4Unless the Client objects in writing, the Provider may show the completed website in its portfolio and include a small credit link in the footer.

9. Warranty and support

9.1The Provider will fix any defect in its own work reported within 30 days of launch, at no charge.

9.2This does not cover problems caused by changes made by the Client or others, third-party updates, or new feature requests, which are charged at the extra work rate.

9.3While the Client has an ongoing services plan, the Provider will respond to requests within the response times published at telaloom.com/support.html on the date of this Agreement. Response times are targets for a first reply from the Provider, not times to resolve the issue, and no fee credit applies if one is missed.

9.4Under a Care plan, recovering the website after a security incident or outage is included where the cause falls within the Care plan's scope (software the Provider maintains). Where the cause is outside that scope, including changes, plugins or passwords not managed by the Provider, recovery is charged at the flat incident fee published on the support page for up to four hours of work. Work beyond that is quoted before it starts.

10. Liability

10.1Nothing in this Agreement excludes, restricts or modifies any right or remedy the Client has under the Australian Consumer Law that cannot lawfully be excluded.

10.2To the extent permitted by law, the Provider's total liability is limited to the fees paid for the Project, and the Provider is not liable for indirect or consequential loss, including lost profits, revenue or data.

10.3The Client is responsible for keeping backups of its own content and for complying with laws that apply to its business and website, including privacy, spam and consumer law. Under a Care plan the Provider will switch on and periodically test the backups offered by the Client's hosting provider; those backups remain in the Client's hosting account, and the Provider does not keep its own copies of the website or its data.

11. Confidentiality and privacy

11.1Each party will keep the other's confidential information private and use it only for this Project.

11.2Logins supplied to the Provider will be stored securely and used only to do the work. The Client should change passwords once the Project is complete.

Please don't email passwords. Paste them into secure.telaloom.com and send us the link it gives you: it opens once, then the contents are destroyed.

12. Termination

12.1Either party may end this Agreement with 14 days' written notice.

12.2Either party may end it immediately if the other seriously breaches it and does not fix the breach within 7 days of being notified.

12.3The deposit is non-refundable. On termination, the Client pays for work completed to date and any third-party costs already incurred, less the deposit already paid; no part of the deposit itself is refunded regardless of how much work has been completed.

12.4Ownership under clause 8.1 transfers only for work that has been paid for.

13. General

13.1The Provider is an independent contractor, not an employee, partner or agent of the Client.

13.2This Agreement, including Schedules 1 and 2, is the entire agreement between the parties. Changes must be agreed in writing; email is sufficient.

13.3If a dispute arises, the parties will first try to resolve it in good faith. If it isn't resolved within 21 days, either party may refer it to mediation before starting court proceedings.

13.4This Agreement is governed by the laws of New South Wales, Australia.

13.5Each party consents to signing this Agreement electronically. It may be signed in counterparts.

13.6Neither party is liable for delay or failure to perform caused by circumstances beyond its reasonable control, including illness, injury, internet or utility outages, or failures of third-party platforms. The affected party will notify the other as soon as practicable and resume performance once the circumstance ends.