Ongoing Services Agreement

These terms and conditions ('Terms') apply where All Webbed Up agrees with another person (the 'Client') to provide services to, for, or at the direction of, the Client, and includes circumstances where All Webbed Up issues a Service Proposal to the Client and the Client accepts that Service Proposal. Work commences — and these Terms take effect — upon whichever of the following occurs first: the Client signs the Client Acceptance and Engagement Form; the Client pays a deposit or first invoice; the Client grants All Webbed Up access to any account or system; the Client instructs All Webbed Up to begin work; or any internal work is performed by All Webbed Up on the Client's behalf.

2.1 Definitions

• Acceptance Form means the Client Acceptance and Engagement Form issued by All Webbed Up to the Client, confirming the applicable Terms and Conditions, the services engaged, the fees, and the Client's acceptance of these Terms.
• All Webbed Up means Taleb Investment Services Pty Ltd (ACN 666 254 771) as trustee for The Taleb Family Trust (ABN 49 455 787 704).
• Agreement means the agreement referred to in clause 1 and includes these Terms, the Acceptance Form, and where applicable the Service Proposal and/or other document forming part of the said agreement.
• Claims means all demands, claims, proceedings, penalties, fines, and liabilities (whether criminal or civil, in contract, tort, or otherwise).

Confidential Information includes any information marked as confidential and any information received or developed by All Webbed Up during the term of this Agreement which is not publicly available and relates to processes, equipment, and techniques used by the Client in the course of the Client's business. This includes all information, data, drawings, specifications, documentation, source or object code, designs, construction, workings, functions, features and performance notes, techniques, concepts not reduced to material form, agreements with third parties, schematics and proposals and intentions, technical data and marketing information such as customer lists, financial information and business plans.

• Facilities means working space, computer equipment, access to the internet and the Client's computer network, telecommunications system and similar. It includes access to such resources but also use of them to the extent required by All Webbed Up in order to perform the Services.
• Fees means the charges payable by the Client to All Webbed Up in consideration for the Services, including: (a) the amount referred to in the Service Proposal and/or Acceptance Form, or otherwise agreed; or (b) an amount calculated in accordance with a rate or other methodology referred to in the Service Proposal and/or Acceptance Form, or otherwise agreed.
• GST Law means the same as in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Intellectual Property includes trademarks, patents, copyrights, processes, know-how, registered designs, or other like rights or any right to apply for registration of any of the former.

• Losses means all losses including financial losses, damages, legal costs, and other expenses of any nature whatsoever.
• Parties means All Webbed Up and the Client, and Party means either one of them.
• Rate Card means All Webbed Up's current schedule of hourly and project rates, as notified to the Client in writing from time to time or as set out in the Acceptance Form.

Related Body Corporate has the meaning given in section 50 of the Corporations Act 2001 (Cth).

• Services means the services to be provided by All Webbed Up as described in the applicable Service Proposal and/or Acceptance Form, including but not limited to paid advertising management, SEO, content creation, social media management, email marketing, website maintenance, and related digital marketing activities.
• Service Proposal means the written communication issued by All Webbed Up to the Client that describes, specifies, and/or particularises the services that All Webbed Up proposes to provide to the Client.
• Systems means the Client's IT infrastructure, profiles, logins, and websites.

All Webbed Up's Personnel means any person or persons that All Webbed Up designates to perform the Services on All Webbed Up's behalf.

2.2 Interpretation

In this Agreement, words importing any gender include every gender; words importing the singular include the plural and vice versa; words importing persons include firms, companies, and corporations; headings do not affect interpretation; any reference to an enactment includes that enactment as amended or replaced; and the word 'including' means 'including without limitation'. The word 'writing' includes email.

2.3 Conflict

Where these Terms conflict with any Service Proposal and/or Acceptance Form and/or other document forming part of this Agreement, such Service Proposal, Acceptance Form and/or other document prevails to the extent of the inconsistency.

• (a)In consideration for the Client paying the Fees, All Webbed Up will provide the Services in accordance with this Agreement.
• (b)The Services will be performed by employees, agents, subcontractors, or other persons that All Webbed Up may in its sole discretion choose as most appropriate.
• (c)All Webbed Up may engage other agencies or specialist providers to white-label some or all of the Services. All Webbed Up remains responsible for the quality of the Services regardless of who delivers them. Client Confidential Information will be shared with subcontractors only to the extent necessary.

4.1 Payment of Fees

The Client will pay the Fees in accordance with this Agreement. Fees are exclusive of GST unless otherwise indicated. All Webbed Up is registered for GST under the GST Law and will be entitled to add GST to any taxable supply made under this Agreement. Where Fees are based on a rate, any time less than the applicable unit is charged on a pro-rated basis.

4.2 Deposit

All Webbed Up may, in its sole discretion, require the Client to pay a deposit of up to 50% of any estimate or quotation of Fees as a condition to the commencement or continuation of the Services. All deposits are non-refundable as they cover work and resources already committed.

4.3 Direct Debit Authority

For certain ongoing engagements, All Webbed Up may request that the Client set up a direct debit authority to streamline recurring payments. This will only be requested where it is practical and agreed upon by both parties. Any authority provided will be used solely to collect agreed Fees and charges as they fall due.

4.4 Invoicing

All Webbed Up will provide the Client with a tax invoice in accordance with the GST Law. Payment is due within 14 days of the invoice date. When making a payment, the Client must quote the relevant invoice number. If the Client has a concern about an invoice, it must be raised in writing within 7 days of receipt, after which the invoice is deemed accepted. The undisputed portion of any invoice remains payable by the due date.

4.5 Costs and Disbursements

All Webbed Up is permitted to charge for all costs and expenses reasonably incurred in performing the Services.

4.6 Failure to Pay

If the Client does not make payment by the due date, All Webbed Up may: (a) charge interest at 10% per annum calculated daily from the due date; (b) require the Client to pay in advance for any Services not yet performed; (c) suspend or cease the Services until payment is received; and (d) recover all reasonable debt recovery costs including legal costs on a solicitor and own client basis.

4.7 Out-of-Scope Work

Work outside the agreed scope will be charged at the rates set out in the Rate Card, or at a rate confirmed in writing before the work commences. All Webbed Up will not commence out-of-scope work that incurs additional charges without first notifying the Client, except in urgent circumstances.

4.8 Annual Fee Review

All Webbed Up may review and adjust Fees annually with not less than 30 days' written notice. The Client may terminate in accordance with clause 9 if it does not accept the revised Fees.

All Webbed Up operates with team members in Australia and internationally. The team assigned to the Client's account will reflect the agreed scope and pricing. If the Client has reasonable grounds to request the removal of a specific team member, it must do so in writing with those grounds disclosed. All Webbed Up will, as soon as practicable, provide an alternative person reasonably acceptable to the Client.

• (a)Cooperate with All Webbed Up as reasonably required.
• (b)Provide information, documentation, and access to Systems and Facilities that All Webbed Up reasonably requires, including advertising accounts, website backends, and social media profiles. If the Client fails to provide required access or information in a timely manner, any additional costs reasonably incurred by All Webbed Up will be payable by the Client.
• (c)Ensure its staff and agents cooperate with and assist All Webbed Up.
• (d)Not charge for All Webbed Up's use of Facilities or Systems.
• (e)Communicate with All Webbed Up and its Personnel in a respectful and professional manner at all times. All Webbed Up reserves the right to terminate this Agreement immediately and without notice if the Client, or any representative of the Client, engages in conduct that is abusive, threatening, harassing, or otherwise unreasonable toward All Webbed Up or any of its Personnel. In such circumstances, all outstanding fees remain payable in full.
• (f)Where the Client is requested to provide feedback, approvals, or content by a specified date or within a reasonable period requested by All Webbed Up, and fails to do so within 14 days of that request without reasonable explanation, All Webbed Up may treat that stage as approved and proceed accordingly. Client-caused delays do not affect All Webbed Up's right to invoice for work completed, and timelines are extended day-for-day for any delay caused by the Client.

6.1 Client Inactivity

All Webbed Up understands that clients sometimes have busy periods and unavoidable delays. Where the Client is unable to engage for an extended period, we encourage open communication so we can make appropriate arrangements. If the Client fails to engage, respond to communications, or provide required instructions for a period of 60 consecutive days without reasonable explanation or advance notice, All Webbed Up may: (a) pause all active Services and continue invoicing the retainer or management fee during the pause period; or (b) treat the Agreement as terminated by the Client with the applicable notice period fees applying under clause 9. All Webbed Up will give the Client 14 days' written notice before exercising either option, and will make reasonable efforts to contact the Client through multiple channels during that period.

6.2 Regulated Industries and Compliance

• (a)The Client is solely responsible for ensuring that its products, services, and advertising content comply with all applicable laws, regulations, and platform policies. This includes without limitation the Australian Consumer Law, the Spam Act 2003, the Privacy Act 1988, ASIC regulations, the Interactive Gambling Act 2001, Therapeutic Goods Administration requirements, and any other industry-specific regulatory framework applicable to the Client's business.
• (b)The Client warrants that its products and services are legally advertisable on each nominated platform and that it holds all licences, registrations, and approvals required to conduct its business and advertise its products or services. The Client must immediately notify All Webbed Up in writing if its regulatory status, licences, or product approvals change in any way that may affect the Services.
• (c)All Webbed Up will not knowingly create content that breaches applicable laws or platform policies, but is not responsible for ensuring the Client's compliance with laws specific to the Client's industry or products. Where All Webbed Up follows the Client's instructions in good faith and those instructions result in a regulatory breach, the Client indemnifies All Webbed Up in full against all resulting claims, fines, penalties, and costs.

6.3 AI Tools Disclosure

All Webbed Up may use AI-powered tools in the delivery of the Services, including for content creation, image generation, code assistance, data analysis, and strategy development. The Client acknowledges this and is responsible for notifying All Webbed Up of any restrictions on the use of AI tools that apply to its industry, compliance obligations, or internal policies. All Webbed Up accepts no liability for any regulatory or compliance issue arising from the Client's failure to disclose such restrictions.

6.4 Brand Safety

If the Client's business, products, or public conduct becomes the subject of legal proceedings, regulatory investigation, significant reputational controversy, or media scrutiny that All Webbed Up reasonably considers harmful to its own reputation, All Webbed Up may pause or terminate the Services on 7 days' written notice without liability. All fees accrued to the date of termination remain payable.

• (a)Nothing in this Agreement constitutes the relationship of employer and employee between the Client and All Webbed Up or between the Client and any of All Webbed Up's Personnel.
• (b)It is the express intention of the Parties that any such relationships are denied.

• (a)All Webbed Up is permitted to use or engage other persons to provide some or all of the Services, including web designers, videographers, digital marketing agencies, content creators, and search engine or social media platforms.
• (b)All Webbed Up is authorised to engage such persons on behalf of the Client and may bind the Client to the terms and conditions of any third-party service, including social media platforms and search engine providers.
• (c)Where another person is used or engaged to provide some or all of the Services, All Webbed Up will, to the extent practicable, ensure that the terms and conditions of that person's engagement furthers the provision of the Services to the standard required by this Agreement.
• (d)The Client acknowledges and agrees that the performance of other persons is not within the control of All Webbed Up and All Webbed Up's liability for any Claims or Losses in connection with the services of other persons is limited as provided in clause 11.

8A Advertising Spend Authorisation

• (a)Where the Services include the management of paid advertising campaigns, the Client authorises All Webbed Up to spend up to the agreed monthly advertising budget on the Client's behalf across nominated platforms including but not limited to Meta, Google, TikTok, and LinkedIn.
• (b)All Webbed Up will make reasonable efforts to allocate the advertising budget in accordance with the agreed strategy. The Client acknowledges that advertising spend decisions involve professional judgement and that All Webbed Up is not liable for campaign performance outcomes.
• (c)The Client must not dispute, reverse, or withhold advertising spend payments after those funds have been committed to a platform on the Client's behalf. Any such spend already placed with a platform is non-recoverable and remains the Client's liability.
• (d)In the event of a payment dispute or non-payment by the Client, All Webbed Up reserves the right to suspend or pause all active advertising campaigns immediately until the matter is resolved. All Webbed Up accepts no liability for any loss arising from such a suspension.
• (e)Where All Webbed Up deploys ad spend through the Client's own platform accounts using the Client's payment details, the Client's separate Card Authorisation Form governs that authority and is incorporated into this Agreement by reference.

8B Platform Account Suspension

If the Client's advertising account is suspended or restricted by a platform due to the nature of the Client's products, services, content, or conduct, that suspension is not a service failure by All Webbed Up and does not entitle the Client to a refund of management fees or ad spend. The Client indemnifies All Webbed Up against any fine, penalty, or cost imposed by a platform arising from the Client's products, content, or conduct.

8C Access to Managed Environments

• (a)Where All Webbed Up manages accounts, dashboards, platforms, profiles, or systems on behalf of the Client, All Webbed Up will always seek to resolve any issues through open communication before taking any action affecting the Client's access. In circumstances where a significant unresolved issue exists — such as a payment that remains outstanding after follow-up, a material and unremedied breach of this Agreement, or conduct that All Webbed Up reasonably considers seriously harmful to its operations or personnel — All Webbed Up may, as a last resort, temporarily suspend the Client's access to those managed environments.
• (b)All Webbed Up will provide reasonable written notice before suspending access where circumstances permit, and will work constructively with the Client toward a prompt resolution. Access will be reinstated as soon as the relevant matter is resolved.
• (c)All Webbed Up accepts no liability for disruption arising from a suspension undertaken in accordance with this clause, where that suspension followed reasonable attempts at resolution.

9.1 Notice Period

A minimum of one full billing cycle's written notice is required to cancel or pause any ongoing Service. In most cases this is 30 days, unless a different notice period is agreed and specified in the Acceptance Form. Notice must be given in writing (including by email) to All Webbed Up's nominated contact. Verbal notice is not effective. Failure to provide adequate notice may result in the final notice period's fees being payable in full.

9.2 Notice Mid-Cycle

Where notice is given mid-billing cycle, the Client remains liable for the full fees for the current billing cycle plus the full notice period. The notice period does not begin until the first day of the next billing cycle following receipt of valid written notice.

9.3 Termination for Breach or Insolvency

• (a)Either party may terminate this Agreement by notice in writing if the other party: (i) fails to observe any term of this Agreement; and (ii) fails to rectify the breach within 7 days of written notice of the breach.
• (b)Either party may terminate this Agreement upon: (i) giving at least 1 month's written notice; (ii) the Client entering into a deed of arrangement or an order being made for it to be wound up; (iii) an administrator, receiver, or liquidator being appointed to the Client pursuant to the Corporations Act 2001 (Cth); or (iv) the Client being presumed insolvent by a court in any of the circumstances referred to in the Corporations Act 2001 (Cth).

9.4 Payment in Lieu of Notice

The Client may, at its discretion, pay to All Webbed Up the equivalent amount of the Fees payable during the notice period in lieu of serving out that notice period.

9.5 Performance Concerns and Resolution

All Webbed Up is committed to delivering real results and takes performance concerns seriously. If the Client is dissatisfied with results or performance, we strongly encourage raising concerns early so we can address them together. Where the Client wishes to terminate on the basis of performance dissatisfaction, both parties agree to first work through the following collaborative process: (a) the Client raises the concern in writing, specifying what outcomes they expected and what they have experienced; (b) All Webbed Up will acknowledge the concern within 3 business days and schedule a strategy review; (c) both parties participate in good faith in a 30-day improvement period during which All Webbed Up will implement agreed changes and the Client will continue to provide the cooperation and access required under clause 6. Payment obligations continue during this period. If both parties genuinely agree at the end of the 30-day period that the engagement is not working, either party may terminate by giving the notice required under clause 9.1. This process is designed to protect both parties and give every engagement a fair chance at success.

9.6 Effect of Termination

• (a)Upon termination, all outstanding fees, expenses, and reimbursements payable by the Client must be paid within 7 days after the termination date.
• (b)All Webbed Up will, within 14 days of termination, provide a transition summary of current campaign status and access credentials for the Client's own accounts, subject to receipt of all outstanding Fees.
• (c)Where All Webbed Up manages hosting, domain registration, platform subscriptions, or infrastructure on the Client's behalf (including for websites, applications, and software products), All Webbed Up may commit to provider contracts, infrastructure costs, and technical arrangements on an annual or multi-year basis on the Client's behalf. If the Client cancels these services before the agreed term is complete, an early termination fee may apply reflecting the costs already committed. This fee covers not only the underlying infrastructure costs but also the labour involved in safely migrating data, transferring credentials, closing accounts, and ensuring continuity of the Client's digital assets. The applicable fee will be communicated to the Client at the time of any such cancellation request and will not exceed 12 months of the applicable service fee.

• (a)Subject to full payment of all outstanding Fees, All Webbed Up acknowledges that the Client (or its associated entities or persons) owns all Intellectual Property created by All Webbed Up in connection with the Services, that now exists or that later comes into existence.
• (b)All Webbed Up is prohibited from undertaking any action that prejudices the Client's rights to its Intellectual Property except as necessary or desirable for the performance of the Services.
• (c)Notwithstanding the Client's ownership of Intellectual Property under this clause, All Webbed Up retains the right to use, display, and reference completed work, results, and outcomes for the purposes of its portfolio, case studies, client presentations, and promotional materials. All Webbed Up will not disclose the Client's confidential financial information without explicit written permission. All Webbed Up may request a testimonial or case study at the conclusion of a successful engagement, which the Client agrees to consider in good faith.
• (d)All reports, strategy documents, campaign plans, and other strategic deliverables produced by All Webbed Up are provided solely for use by the Client in connection with this engagement. The Client must not provide those materials to any competing marketing agency or replacement service provider without All Webbed Up's prior written consent. The Client may share deliverables internally, with its advisors, accountants, board members, or investors for legitimate business purposes.
• (e)By providing content to All Webbed Up, the Client warrants that it owns that content or has the legal right to use it, and that it does not infringe any third party's rights.

11.1 Warranties

• (a)All Webbed Up warrants that it will use reasonable care and skill in performing the Services.
• (b)If All Webbed Up performs the Services negligently or in material breach of this Agreement, then, if requested by the Client, All Webbed Up will re-perform the relevant part of the Services. That request must be made in writing within 14 days of the relevant work being completed.

11.2 Employees and Subcontractors

• (a)All Webbed Up covenants that it is solely responsible for the payment to its employees and agents of all amounts due by way of salary, superannuation, annual leave, long service leave, and any other benefits to which they are entitled.
• (b)All Webbed Up must comply with all legislation applicable to its employees and agents.

11.3 No Warranty on Results

Despite anything to the contrary in this Agreement, All Webbed Up provides no warranty that any result or objective can or will be achieved or attained at all, whether implied or stated in this Agreement or elsewhere. This includes any representations or warranties in relation to search engine rankings, conversion rates, website traffic, ad performance, leads, profits, returns, or the virality of any social media content. No representation made prior to or during this Agreement constitutes a guarantee of results.

11.4 Limitation on Liability

• (a)The liability of All Webbed Up for any Claims or Losses of the Client under or in connection with this Agreement whether arising in contract, tort, negligence, breach of statutory duty or otherwise must not exceed the lesser of: (i) the Fees paid by the Client to All Webbed Up in the 3 months prior to the event giving rise to the claim; or (ii) $25,000 AUD.
• (b)Neither Party is liable to the other Party in contract, tort, negligence, breach of statutory duty or otherwise for any loss, damage, costs or expenses of an indirect or consequential nature including any economic loss or other loss of turnover, profits, business or goodwill.
• (c)Nothing in this clause limits any liability that cannot lawfully be excluded under the Australian Consumer Law.

11.5 Indemnity

• (a)The Client must indemnify and hold All Webbed Up harmless from and against all Claims and Losses arising from: (1) any breach of this Agreement by the Client; (2) inaccurate, incomplete, or misleading Client content or instructions; (3) infringement of third party intellectual property arising from Client content; (4) any claim arising from the Client's products, services, or business practices; (5) any platform fine, penalty, or suspension caused by the Client's content, conduct, or products; (6) any breach of applicable law by the Client; (7) any chargeback or payment reversal initiated by the Client in breach of clause 8A; and (8) any failure by the Client to disclose a change in its regulatory status, licences, or product approvals.
• (b)Without limiting paragraph 11.5(a), the Client must indemnify All Webbed Up against any Claims or Losses suffered by All Webbed Up directly or indirectly as a result of the Client providing false, incomplete, or misleading information, instructions, or content.

11.6 No Reliance

Each of the Parties acknowledges that, in entering into this Agreement, it does not do so in reliance on any representation, warranty or other provision except as expressly provided in this Agreement. Any conditions, warranties or other terms implied by statute or common law are excluded from this Agreement to the fullest extent permitted by law.

11.7 Survival of Obligations

The obligations accepted by All Webbed Up and the Client under this clause 11 survive the termination or expiry of this Agreement.

• (a)Except as necessary or desirable for the performance of the Services or as required by law, All Webbed Up must keep the Client's, and any Related Body Corporate of the Client's, Confidential Information confidential and not deal with it in any way that might prejudice its confidentiality.
• (b)Information resulting from the activities of All Webbed Up pursuant to this Agreement will also be regarded as Confidential Information and All Webbed Up's obligations under paragraph 12(a) extend to this category of information.
• (c)All Webbed Up's obligations in relation to Confidential Information will continue for as long as the Confidential Information is maintained on a confidential basis by the Client or the Client's clients, as applicable.
• (d)When directed by the Client, all Confidential Information must be returned to the Client including all copies, extracts, summaries, and any software created based on the Confidential Information. All Webbed Up must erase and destroy any copies in its possession or control, except to the extent that All Webbed Up is required to retain records by law, regulation, or professional obligation.
• (e)Confidential Information does not include information that: (i) is generally available in the public domain other than as a result of a breach of this clause; or (ii) was known by All Webbed Up prior to the Client disclosing it.
• (f)All Webbed Up agrees that the Client may require any of All Webbed Up's Personnel to sign a confidentiality agreement in a form approved by the Client.
• (g)Either party acknowledges that damages may be an inadequate remedy for a confidentiality breach and that injunctive or other equitable relief may be sought by either party without the need to prove actual damage.
• (h)Anonymised and aggregated data relating to the Client's account, industry, and campaign performance may be used internally by All Webbed Up for research, development, and improvement of its services. No personally identifiable information will be shared with third parties without the Client's explicit consent.
• (i)The Client warrants that any personal information it provides has been lawfully collected and that All Webbed Up is authorised to use it for the purposes of delivering the Services.
• (j)The obligations under this clause survive the termination or expiry of this Agreement.

13.1 Force Majeure

Neither Party has any liability under or may be deemed to be in breach of this Agreement for any delays or failures in performance which result from circumstances beyond the reasonable control of that Party. Such circumstances include: (i) changes to search engine algorithms; (ii) changes in market conditions; (iii) the actions of third parties including consumers, competitors, search engine providers, and social media platforms; and (iv) changes to, or the availability of, any third-party service.

13.2 Amendment

This Agreement may only be amended in writing signed by duly authorised representatives of both Parties. A new or revised Acceptance Form or Service Proposal accepted by the Client constitutes an amendment in relation to the specific services covered.

13.3 Assignment and Restructure

Neither Party may assign, delegate, subcontract, mortgage, charge, or otherwise transfer any or all of its rights and obligations under this Agreement without the prior written agreement of the other Party, except that All Webbed Up may assign this Agreement without consent in connection with an internal restructure, a change in trustee, or a sale of all or substantially all of its business assets, provided the assignee is bound by these Terms.

13.4 Waiver

No failure or delay by All Webbed Up in exercising any right, power, or privilege under this Agreement will impair the same or operate as a waiver of the same, nor may any single or partial exercise of any right, power, or privilege preclude any further exercise of the same or the exercise of any other right, power, or privilege. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights and remedies provided by law.

13.5 Agency, Partnership etc.

This Agreement will not constitute or imply any partnership, joint venture, agency, fiduciary relationship, or other relationship between the Parties other than the contractual relationship expressly provided for in this Agreement. Neither Party will have, nor represent that it has, any authority to make any commitments on the other Party's behalf.

13.6 Further Assurance

Each Party to this Agreement must at the request and expense of the other do all things reasonably necessary to carry out the provisions of this Agreement or to make it easier to enforce.

13.7 Severance

If any provision of this Agreement is prohibited by law or judged by a court to be unlawful, void, or unenforceable, the provision will, to the extent required, be severed from this Agreement and rendered ineffective as far as possible without modifying the remaining provisions of this Agreement.

13.8 Notices

A notice or other communication connected with this Agreement has no legal effect unless it is in writing. In addition to any other method of service provided by law, the notice may be sent by email to the email address of the addressee. Notices take effect on the next business day following confirmed transmission.

13.9 Dispute Resolution

If a dispute arises, both parties agree to attempt to resolve it informally within 14 days of written notice before pursuing any formal legal action through the appropriate channels. Neither party will commence proceedings without first completing this process, except where urgent injunctive relief is required.

13.10 Law and Jurisdiction

This Agreement takes effect, is governed by, and will be construed in accordance with the laws from time to time in force in New South Wales, Australia. The Parties submit to the non-exclusive jurisdiction of the courts of New South Wales.

13.11 Electronic Execution

This Agreement may be executed electronically, including by DocuSign, Adobe Sign, or by signing the Acceptance Form. Electronic signatures have the same legal effect as handwritten signatures.

13.12 Non-Solicitation

The Client must not directly or indirectly solicit, employ, or engage any current or former employee, contractor, or subcontractor of All Webbed Up who has worked on the Client's account, during the term of this Agreement and for 12 months following termination. A breach of this clause entitles All Webbed Up to seek damages from the Client, which may include recruitment costs, lost productivity, retraining costs, and any other losses flowing from the breach. The parties acknowledge that the actual loss arising from a breach of this clause may be difficult to quantify and agree that All Webbed Up's entitlement to seek substantial damages is reasonable and appropriate in the circumstances.

13.13 Version Control

All Webbed Up may update these Terms from time to time. The version and date are noted on the cover page and in the document header. Existing clients will be given not less than 30 days' written notice of any material change. The version referenced in the Client's Acceptance Form governs that engagement unless the Client has accepted a later version in writing.

14.1 Scope of Development Services

Where the Services include the development of applications, software, platforms, websites, custom code, APIs, integrations, or any other digital product (collectively 'Development Work'), the provisions of this clause apply in addition to all other provisions of this Agreement.

14.2 Requirements and Specifications

• (a)The Client is responsible for providing clear, complete, and accurate requirements and specifications for all Development Work prior to commencement. All Webbed Up will not be held responsible for Development Work that does not meet expectations where those expectations were not clearly communicated in writing.
• (b)Any change to agreed requirements or specifications after commencement constitutes a variation and must be agreed in writing prior to implementation. Variations may affect the timeline and cost of the Development Work.

14.3 Development Timeline

Timelines for Development Work are estimates based on the information available at the time of quoting. All Webbed Up will make reasonable efforts to deliver within the agreed timeframe, however timelines may be affected by the complexity of requirements, client response times, third party dependencies, and unforeseen technical challenges. Client-caused delays extend timelines day-for-day and do not affect All Webbed Up's right to invoice for completed milestones. All Webbed Up will notify the Client as soon as practicable of any anticipated delays.

14.4 Testing and Acceptance

• (a)Upon completion of Development Work or a defined milestone, All Webbed Up will make the work available to the Client for review and testing.
• (b)The Client must notify All Webbed Up in writing of any defects or issues within 14 days of delivery. If no written notice is received within this period, the Development Work will be deemed accepted by the Client.
• (c)All Webbed Up will use reasonable efforts to remedy confirmed defects that fall within the agreed scope. Defects arising from changes to requirements, third party platform updates, or client-side modifications are outside the scope of remediation.

14.5 Third Party Licences and Dependencies

Development Work may incorporate third party libraries, frameworks, APIs, plugins, or other software components. The Client acknowledges that such components are subject to their own licence terms and that All Webbed Up accepts no liability for any changes, discontinuation, or licence breaches arising from third party components. Any ongoing licence costs associated with third party components are the responsibility of the Client unless otherwise agreed in writing.

14.6 Ownership of Development Work

• (a)Subject to receipt of all outstanding Fees, the Client owns all custom code, application logic, and digital assets created specifically for the Client as part of the Development Work.
• (b)All Webbed Up retains ownership of any pre-existing code, frameworks, libraries, tools, or methodologies used in the delivery of Development Work. Where such materials are incorporated into the Client's deliverable, All Webbed Up grants the Client a non-exclusive, perpetual licence to use them solely in connection with the delivered product.
• (c)All Webbed Up retains the right to use general knowledge, skills, and experience acquired during the delivery of Development Work for other clients and projects.

14.7 Post-Launch Support and Maintenance

Unless otherwise agreed in a separate maintenance arrangement, All Webbed Up's obligations in relation to Development Work conclude upon final delivery and acceptance. Any bug fixes, updates, enhancements, or ongoing support required after acceptance are outside the original scope and will be quoted separately.

14.8 Confidentiality of Development Work

All specifications, technical documentation, source code, architecture decisions, and related materials produced in connection with Development Work constitute Confidential Information and are subject to the confidentiality obligations in clause 12 of this Agreement.

• (a)The Client warrants that any personal information it provides to All Webbed Up has been collected lawfully and that All Webbed Up is authorised to use that information for the purposes of performing the Services.
• (b)All Webbed Up will not use or disclose personal information provided by the Client for any purpose other than the performance of the Services, except as required by law.

How This Agreement Is Accepted

These Terms and Conditions do not require a separate signature. Acceptance is effected by the Client signing the All Webbed Up Client Acceptance and Engagement Form, in which the Client confirms it has read and agrees to be bound by these Ongoing Services Agreement Terms and Conditions. The Client Acceptance Form, together with the applicable Service Proposal, forms the complete agreement between the parties in relation to the Services.

By paying a deposit, issuing written instructions to commence work, or signing the Client Acceptance Form, the Client confirms it has read, understood, and agrees to these Terms in their entirety.

How This Agreement Is Accepted

These Terms and Conditions do not require a separate signature. Acceptance is effected by the Client signing the All Webbed Up Client Acceptance and Engagement Form, in which the Client confirms it has read and agrees to be bound by these Ongoing Services Agreement Terms and Conditions. The Client Acceptance Form, together with the applicable Service Proposal, forms the complete agreement between the parties in relation to the Services.

By paying a deposit, issuing written instructions to commence work, or signing the Client Acceptance Form, the Client confirms it has read, understood, and agrees to these Terms in their entirety.