Software & Application Development Agreement

These terms and conditions ('Terms') govern all software, application, platform, API, integration, CRM, AI system, automation, and related digital product development services (collectively 'Development Work') provided by All Webbed Up to another person (the 'Client'). By paying a deposit or otherwise engaging All Webbed Up, the Client agrees to be bound by these Terms. 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; the Client grants All Webbed Up access to any account or system; or any internal work is performed by All Webbed Up on the Client's behalf.

• 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 these Terms together with, where applicable, the Service Proposal, Acceptance Form, and any other document forming part of the engagement.
• Build Tier means a defined scope level selected by the Client from All Webbed Up's tiered proposal options, setting out the features, deliverables, and price for that level of Development Work.
• Claims means all demands, claims, proceedings, penalties, fines, and liabilities (whether criminal or civil, in contract, tort, or otherwise).
• Deliverables means the compiled product, application, system, or digital asset produced by All Webbed Up and delivered to the Client under this Agreement.
• Development Work means any and all software, mobile application, web application, SaaS platform, API, integration, CRM, database, AI system, automation, or other digital product development services provided under this Agreement.
• Fees means the charges payable by the Client as set out in the Service Proposal or Acceptance Form or otherwise agreed in writing.
• GST Law means the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Intellectual Property includes trademarks, patents, copyrights, source code, processes, know-how, registered designs, frameworks, and 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.
• Milestone means a defined stage of Development Work as set out in the Service Proposal, upon completion of which a payment and/or sign-off may be required.
• Pre-Existing IP means any code, frameworks, libraries, tools, methodologies, or other materials owned or developed by All Webbed Up prior to or independently of this Agreement.
• Service Proposal means the written proposal issued by All Webbed Up describing the scope, Build Tier(s), price, and timeline of the Development Work.
• Third Party Components means any third-party libraries, frameworks, APIs, plugins, SDKs, or other software incorporated into the Deliverables.
• Variation means any request by the Client to add, remove, or change features, functionality, or scope beyond the agreed Build Tier.

In this Agreement, words importing any gender include every gender; words importing the singular include the plural and vice versa; headings do not affect interpretation; and 'including' means 'including without limitation'. Where these Terms conflict with any Service Proposal or Acceptance Form, the Service Proposal or Acceptance Form prevails to the extent of the inconsistency.

• (a)All Development Work will be scoped and agreed in writing via a Service Proposal prior to commencement. All Webbed Up offers tiered proposal options (Build Tiers) setting out defined features and deliverables at each level. The Client selects the Build Tier that meets their requirements.
• (b)The agreed Build Tier constitutes the full scope of work. Any feature, functionality, or deliverable not expressly described in the selected Build Tier is outside the scope of this Agreement.
• (c)All Webbed Up operates with a team comprising Australian-based and internationally-based personnel. The composition of the project team is at All Webbed Up's sole discretion. The Client has no right to specify or approve individual team members, however, if the Client has reasonable grounds to request the removal of a specific person, it must do so in writing.
• (d)All Webbed Up may engage subcontractors, freelancers, or specialist third parties to perform any part of the Development Work without prior notice to the Client.

4.1 Fee Structure and GST

Fees are as set out in the Service Proposal and are exclusive of GST unless otherwise stated. All Webbed Up is registered for GST and will add GST to all taxable supplies. Where Fees are based on time, any period less than the applicable unit is charged on a pro-rated basis.

4.2 Payment Schedule

The payment structure will be specified in the Service Proposal and may include a deposit, milestone-based payments, or other arrangements as agreed. All deposits are non-refundable. Payment is due within 14 days of each invoice date. All Webbed Up will not release Deliverables, source code, credentials, or make any product live until all outstanding Fees have been paid in full.

4.3 Failure to Pay

• (a)If payment is not received by the due date, All Webbed Up may suspend all work until payment is received.
• (b)If payment remains outstanding for more than 30 days, All Webbed Up may treat the Agreement as cancelled, retain all amounts paid to date, and retain all Deliverables until full payment is received.
• (c)All Webbed Up reserves the right to charge interest on overdue amounts at the rate of 10% per annum, calculated daily from the due date until the date of payment.

• (a)Development Work will only commence once All Webbed Up has received: (1) the signed or accepted Service Proposal or Acceptance Form; (2) the required deposit; and (3) all information, credentials, and access reasonably required to begin work.
• (b)The Client is responsible for providing clear, complete, and accurate requirements prior to commencement. All Webbed Up will not be held responsible for Deliverables that do not meet expectations where those expectations were not documented in the Service Proposal.
• (c)The Client must provide timely feedback, approvals, and access throughout the project. Delays caused by the Client do not affect All Webbed Up's right to invoice for work completed to date and do not entitle the Client to any extension of a fixed delivery timeframe without additional cost.
• (d)If the Client fails to respond to communications, provide required information, or action approvals for a continuous period of 30 days, All Webbed Up may treat the project as abandoned. In such circumstances, all Fees paid to date are forfeited, the Agreement is terminated, and All Webbed Up retains all work completed.

• (a)The agreed Build Tier is locked upon execution of the Service Proposal or Acceptance Form. Any request by the Client to add features, change functionality, alter integrations, or otherwise modify the agreed scope constitutes a Variation.
• (b)All Variations must be agreed in writing via a Variation Order before implementation. All Webbed Up will provide a written estimate of the additional time and cost for each Variation. Work will not commence on any Variation until the Client has approved the Variation Order in writing.
• (c)Variations may affect the project timeline. Any revised timeline resulting from an approved Variation will be communicated in writing.
• (d)If the Client requests changes that, in All Webbed Up's reasonable assessment, constitute a fundamental change in direction or effectively require a full rebuild, All Webbed Up may treat the original Agreement as complete and issue a new Service Proposal for the revised scope. The original deposit is non-refundable in such circumstances.

• (a)Timelines stated in the Service Proposal are estimates based on information available at the time of quoting. All Webbed Up will make reasonable efforts to meet agreed timeframes.
• (b)Timelines may be affected by the complexity of requirements, Client response times, third party dependencies, platform limitations, and unforeseen technical challenges. All Webbed Up will notify the Client promptly of any anticipated delays.
• (c)Where the project is structured around Milestones, each Milestone must be formally signed off by the Client in writing before work proceeds to the next stage. Sign-off constitutes the Client's acceptance that the Milestone has been completed to specification.
• (d)If the Client does not provide written feedback on a delivered Milestone within 14 days of delivery, that Milestone will be deemed accepted and All Webbed Up may proceed.

• (a)All Webbed Up conducts internal quality assurance checks progressively throughout the Development Work and at key Milestones. The Client will be given the opportunity to review and approve each Milestone before the project proceeds.
• (b)Upon completion of the Development Work, All Webbed Up will make the Deliverables available to the Client for user acceptance testing (UAT). The Client must notify All Webbed Up in writing of any defects within 14 days of delivery. If no written notice is received within this period, the Deliverables will be deemed accepted.
• (c)All Webbed Up will use reasonable efforts to remedy confirmed defects that fall within the agreed Build Tier scope. Defects arising from Variations, third party platform changes, Client-side modifications, or requirements not documented in the Service Proposal are outside the scope of remediation and will be quoted separately.
• (d)All Webbed Up makes no warranty that the Deliverables will be entirely free of defects or will operate without interruption under all conditions or on all devices and platforms not expressly agreed in the Service Proposal.

• (a)Hosting and infrastructure arrangements will be specified in the Service Proposal. All Webbed Up may set up, configure, and manage hosting environments on behalf of the Client, or the Client may provide its own infrastructure. The applicable arrangement will be agreed prior to commencement.
• (b)Where All Webbed Up sets up infrastructure on behalf of the Client (including cloud environments, servers, databases, or third party service accounts), the Client acknowledges that ongoing costs associated with those services are the Client's responsibility unless otherwise agreed in writing.
• (c)All Webbed Up will not make the product live without the Client's explicit written instruction. By providing that instruction, the Client confirms that it has reviewed the Deliverables, is satisfied with quality, and accepts the product as delivered.
• (d)All Webbed Up handles app store submissions, cloud infrastructure setup, database setup and migration, and third party API configuration as part of the agreed scope where specified in the Service Proposal.
• (e)If the Client cancels a hosting, infrastructure, or platform service before the agreed term is complete, an early termination fee may apply of up to 12 months of the applicable service fee.

• (a)The warranty period following delivery will be specified in the Service Proposal and will vary depending on the size and complexity of the project. During the warranty period, All Webbed Up will remedy confirmed defects in the Deliverables that fall within the agreed scope at no additional charge.
• (b)The warranty does not cover defects or issues arising from: (1) Client-side modifications to the Deliverables after handover; (2) updates or changes to third party platforms, APIs, or dependencies; (3) hosting or infrastructure issues outside All Webbed Up's control; or (4) requirements not documented in the Service Proposal.
• (c)Upon expiry of the warranty period, all support, bug fixes, updates, and enhancements are outside the original scope and will be quoted and charged separately.
• (d)All Webbed Up offers ongoing support and maintenance retainer arrangements for clients who require continued technical support after the warranty period. The terms of any such retainer will be set out in a separate agreement.

11.1 Client-Owned Custom Work

Subject to receipt of all outstanding Fees, the Client owns all custom code, application logic, database schemas, and digital assets created specifically for the Client as part of the Development Work under this Agreement.

11.2 Pre-Existing IP and Frameworks

All Webbed Up retains full ownership of all Pre-Existing IP, including proprietary frameworks, libraries, tools, methodologies, boilerplate code, and development processes used in the delivery of the Development Work. Where Pre-Existing IP is incorporated into the Deliverables, All Webbed Up grants the Client a non-exclusive, perpetual, non-transferable licence to use that Pre-Existing IP solely in connection with the delivered product.

11.3 Source Code

Unless expressly agreed otherwise in the Service Proposal, source code remains the property of All Webbed Up. The Client receives the compiled, deployed product. Source code handover, where agreed, is subject to full payment of all Fees and will be addressed in the Service Proposal.

11.4 Third Party Components

The Deliverables may incorporate Third Party Components subject to their own licence terms. All Webbed Up accepts no liability for changes, discontinuation, security issues, or licence breaches arising from Third Party Components. Ongoing licence costs for Third Party Components are the Client's responsibility unless otherwise agreed in writing.

11.5 Portfolio Rights

All Webbed Up retains the right to reference, display, and promote completed Development Work in its portfolio, case studies, and marketing materials, including showcasing certain technical aspects to prospective clients. This right applies by default. The Client may opt out in writing at any time. All Webbed Up will not disclose confidential business logic, proprietary data, or financial information without explicit written consent.

• (a)All Webbed Up treats all project information, specifications, technical documentation, source code, architecture decisions, business logic, and related materials as confidential by default. All Webbed Up will not disclose such information to third parties without the Client's consent, except as required by law or as necessary to perform the Services.
• (b)Confidential information does not include information that is publicly available other than through a breach of this clause, or that was already known to All Webbed Up prior to the engagement.
• (c)All specifications, technical documentation, architecture decisions, and related materials produced in connection with the Development Work constitute confidential information subject to this clause.
• (d)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.
• (e)These confidentiality obligations survive the termination or expiry of this Agreement.

• (a)All Webbed Up will apply reasonable and industry-standard security practices during the development and delivery of the Development Work.
• (b)All Webbed Up accepts no responsibility or liability for security vulnerabilities, data breaches, or unauthorised access that occur after the Deliverables have been handed over to the Client or deployed to the Client's infrastructure. The Client is solely responsible for the ongoing security of the product after handover.
• (c)The Client is responsible for implementing and maintaining appropriate security measures, access controls, and data protection practices for any product built under this Agreement.
• (d)All Webbed Up accepts no liability for data loss, corruption, or exposure at any stage of the project or after delivery.

• (a)Either party may cancel this Agreement by providing 30 days written notice to the other party.
• (b)If the Client cancels after work has commenced, all deposits paid are non-refundable in all circumstances. All Webbed Up will cease work upon receipt of the cancellation notice and will not be required to deliver any partially completed work.
• (c)All Webbed Up may terminate this Agreement immediately and without notice if the Client: (1) fails to make payment by the due date and does not remedy this within 7 days of written notice; (2) engages in abusive, threatening, or unreasonable conduct; or (3) is subject to an insolvency event.
• (d)Upon termination for any reason, all outstanding Fees for work completed to the date of termination remain payable within 7 days.
• (e)Where a project is treated as abandoned under clause 5(d), termination is immediate and all amounts paid are forfeited.

15.1 Warranties

• (a)All Webbed Up warrants that it will perform the Development Work with reasonable care and skill and that the Deliverables will substantially conform to the agreed specifications at the time of delivery.
• (b)All Webbed Up makes no warranty that the Deliverables will be free of all errors, will operate without interruption, or will achieve any particular commercial outcome, revenue target, user adoption rate, or performance result.

15.2 Limitation on Liability

The total liability of All Webbed Up to the Client under or in connection with this Agreement, whether in contract, tort, negligence, or otherwise, is capped at the total Fees paid by the Client under this Agreement for the specific project giving rise to the claim. Neither party is liable to the other for any indirect, consequential, economic, or incidental loss, loss of profits, loss of data, loss of business, or loss of goodwill. Nothing in this clause limits any liability that cannot lawfully be excluded under the Australian Consumer Law.

15.3 Indemnity

• (a)The Client must indemnify and hold All Webbed Up harmless from and against all Claims and Losses arising from: (1) any content, data, or materials provided by the Client; (2) the Client's use of the Deliverables after handover; (3) the Client's breach of any third party licence terms; or (4) the Client providing false, misleading, or incomplete information.
• (b)The Client is solely responsible for ensuring that the Deliverables comply with all applicable laws and regulations in the jurisdictions where they are deployed or used.

15.4 No Partnership or Employment

Nothing in this Agreement constitutes a relationship of employer and employee, partnership, joint venture, or agency between the parties.

• (a)The Client will cooperate with All Webbed Up as reasonably required, provide timely access to all systems, credentials, and information necessary for the performance of the Services, and ensure that relevant personnel are available to participate in the project.
• (b)The Client warrants that it has the right to provide all content, data, and materials supplied to All Webbed Up, and that their use does not infringe any third party's rights.
• (c)The Client must not modify, reverse-engineer, decompile, or attempt to extract source code from the Deliverables without All Webbed Up's prior written consent.
• (d)The Client will communicate with All Webbed Up and its personnel in a respectful and professional manner. All Webbed Up may terminate this Agreement immediately if the Client engages in abusive, threatening, or harassing conduct. All outstanding Fees remain payable in full in such circumstances.

17.1 Force Majeure

Neither party is liable for delays or failures caused by circumstances beyond their reasonable control, including third party platform outages, API changes, acts of God, or government actions.

17.2 Amendment

This Agreement may only be amended in writing signed by authorised representatives of both parties.

17.3 Assignment and Restructure

Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except that All Webbed Up may assign 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.

17.4 Severance

If any provision is unlawful or unenforceable, it will be severed to the minimum extent necessary without affecting the remaining provisions.

17.5 Notices

Notices must be in writing and may be sent by email to the address provided by the other party. Notices take effect on the next business day following confirmed transmission.

17.6 Dispute Resolution

If a dispute arises, both parties agree to attempt informal resolution within 14 days of written notice before pursuing formal legal action.

17.7 Governing Law

This Agreement is governed by the laws of New South Wales, Australia. The parties submit to the non-exclusive jurisdiction of the courts of New South Wales.

17.8 Entire Agreement

This Agreement, together with the Service Proposal and Acceptance Form, constitutes the entire agreement between the parties and supersedes all prior representations, agreements, and understandings.

17.9 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.

17.10 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.

17.11 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.

• (a)The Client warrants that any personal information it provides has been collected lawfully and that All Webbed Up is authorised to use it for the purposes of performing the Services.
• (b)All Webbed Up will not use or disclose personal information for any purpose other than performing 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 Software and Application Development 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 Software and Application Development 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.