Website Design Agreement

These terms and conditions ('Terms') apply to all website design and development services provided by All Webbed Up to another person (the 'Client'), and include circumstances where All Webbed Up issues a Service Proposal to the Client and the Client accepts that proposal. By paying a deposit or otherwise engaging All Webbed Up to commence work, 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.

2.1 Definitions

• 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 constituted by these Terms together with, where applicable, the Service Proposal, Acceptance Form, and any other document forming part of the engagement.
• Claims means all demands, claims, proceedings, penalties, fines, and liabilities (whether criminal or civil, in contract, tort, or otherwise).
• Client Content means all text, images, video, logos, branding assets, credentials, and other materials provided by the Client for use in the Website.
• Deliverables means the Website and any related digital assets produced by All Webbed Up under this Agreement.
• Fees means the charges payable by the Client to All Webbed Up in consideration for the Services, 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, 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.
• Revision Round means one consolidated round of feedback submitted by the Client in writing, addressed in a single update by All Webbed Up.
• Service Proposal means the written communication issued by All Webbed Up to the Client describing the scope, price, and timeline of the Services.
• Services means the website design and development services described in the Service Proposal and these Terms.
• Third Party Tools means themes, plugins, page builders, APIs, fonts, or other software components sourced from third-party providers and incorporated into the Website.
• Website means the website to be designed and developed by All Webbed Up under this Agreement.

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; and the word '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.

The project will only commence once All Webbed Up has received all of the following from the Client in writing:

• •Website type — confirmation of whether the project is an ecommerce, standard, or development website.
• •Number of pages — as agreed with the All Webbed Up representative.
• •Design inspiration — up to two reference websites.
• •Logo — high resolution file.
• •Hosting and domain details — existing provider login credentials, or confirmation that All Webbed Up will host.
• •Domain name — the exact domain required (e.g. www.example.com.au).
• •Product or service count — applicable to ecommerce projects only.
• •Client Content — all text, images, video, and other assets to be used on the Website.
• •Contact details — full name and best contact number.
• •Commencement confirmation — written confirmation that all content has been provided and these Terms have been read and accepted.
• (a)All Webbed Up may, at its discretion, commence work prior to receipt of all required information if the Client requests this in writing. In such cases, any delays, additional revision rounds, or rework caused by incomplete information are outside the standard scope and may incur additional charges.
• (b)Unless the Client expressly instructs All Webbed Up in writing to select media assets on the Client's behalf, All Webbed Up will use freely available online assets only. Any costs associated with premium assets approved by the Client are payable by the Client in addition to the Fees.
• (c)By providing Client Content, the Client warrants that it owns that content or has the legal right to use it and that its use does not infringe any third party's rights.

4.1 Fee Structure

The 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 made under this Agreement.

4.2 Deposit

All Webbed Up may require a deposit prior to commencing work. The deposit amount will be specified in the Service Proposal and may be up to 100% of the total quoted Fees. All deposits are non-refundable in all circumstances. By paying the deposit, the Client confirms acceptance of these Terms and authorises All Webbed Up to commence work.

4.3 Payment Schedule

The balance of the Fees (where applicable) is payable prior to the Website being made live or delivered to the Client. All Webbed Up may establish a milestone-based payment schedule as set out in the Service Proposal. All Webbed Up will issue tax invoices in accordance with the GST Law. Payment is due within 14 days of the invoice date.

4.4 Failure to Pay

• (a)If the Client does not make payment by the due date, All Webbed Up may suspend work on the Website until payment is received.
• (b)All Webbed Up will not make the Website live, transfer files, or provide login credentials until all outstanding Fees have been paid in full.
• (c)If payment remains outstanding for more than 30 days after the due date, All Webbed Up may treat the Agreement as cancelled and retain all amounts paid to date.

• (a)All Webbed Up builds websites across a range of platforms including WordPress, Shopify, Webflow, and custom or headless builds. The platform used will be specified in the Service Proposal or agreed in writing prior to commencement.
• (b)The Client acknowledges that different platforms carry different capabilities, limitations, ongoing costs, and licence requirements. All Webbed Up will advise on the most suitable platform but makes no warranty that any platform will meet all of the Client's expectations or remain unchanged by its vendor over time.
• (c)All Webbed Up accepts no liability for changes made by platform vendors including feature removals, pricing changes, terms of service updates, or discontinuation of any platform or service after the date of delivery.

• (a)The Services include a maximum of two (2) Revision Rounds at no additional charge. A Revision Round means one consolidated set of feedback provided by the Client in writing, which All Webbed Up will address in a single update.
• (b)The Client is strongly encouraged to compile all feedback into one clear, complete list per Revision Round. Piecemeal feedback submitted across multiple messages within the same round will be treated as part of that single Revision Round.
• (c)Any requests for changes after the two included Revision Rounds have been used, or any changes that fall outside the agreed scope of work, constitute additional work and will be quoted and charged separately.
• (d)Changes to the agreed scope, structure, or design direction after commencement — including changes to content, page count, functionality, or branding — are outside the standard revision policy and will be treated as variations requiring a new quote.
• (e)Full redesign: if the Client requests a fundamental change in design direction after work has commenced, this constitutes a full redesign. The original deposit is non-refundable, the project will be re-scoped, and a new Service Proposal and deposit will be required before work on the revised design commences.

6.1 Deemed Acceptance

If the Client does not provide written feedback within 14 days of All Webbed Up delivering a draft or requesting a response, that stage will be deemed accepted and All Webbed Up may proceed to the next stage or mark the project as complete.

6.2 Project Abandonment

If the Client fails to respond to any communication from All Webbed Up for a period of 30 consecutive days without reasonable explanation, All Webbed Up may treat the project as abandoned. In such circumstances, All Webbed Up may cease all work, retain all amounts paid to date, and invoice for any work completed beyond the deposit amount. No further obligation to complete or deliver the Website will apply.

6.3 Indicative Timelines

Timelines are estimates only. Delays caused by the Client's failure to provide content, feedback, or approvals in a timely manner are outside All Webbed Up's control and do not entitle the Client to any reduction in Fees.

• (a)The Client will cooperate with All Webbed Up as reasonably required and provide all information, content, credentials, and access required for the performance of the Services.
• (b)The Client is responsible for the accuracy, legality, and completeness of all Client Content. All Webbed Up is not responsible for errors, omissions, or legal issues arising from Client Content.
• (c)The Client will review drafts and provide consolidated feedback within a reasonable time. Delays caused by the Client's failure to respond do not affect All Webbed Up's right to invoice for work completed to date.
• (d)The Client will 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 if the Client engages in abusive, threatening, or unreasonable conduct. In such circumstances, all outstanding Fees remain payable in full.
• (e)The Client must not charge All Webbed Up for use of any facilities, systems, or resources provided to enable the Services.

8.1 Quality Assurance and Client Sign-Off

Prior to go-live, All Webbed Up will conduct a basic quality assurance review of the Website. The Client must then review the Website and provide written sign-off confirming approval to go live. All Webbed Up will not publish the Website without receiving written instruction from the Client.

8.2 Go-Live

The Website will be made live only upon receipt of the Client's written instruction and confirmation that all outstanding Fees have been paid in full. By instructing go-live, the Client confirms that it has reviewed and approved the Website in its final form.

8.3 Post-Launch Support

All Webbed Up's obligations in relation to the Website conclude upon go-live and final delivery. No free post-launch support, bug fixes, or amendments are included. Any changes, fixes, updates, or support required after go-live are outside the original scope and will be quoted and charged separately.

8.4 Browser and Device Compatibility

All Webbed Up builds websites using responsive design principles with the intent that the Website will function across modern browsers and devices. However, All Webbed Up makes no specific commitment or warranty that the Website will render identically or without issue across all browsers, operating systems, screen sizes, or devices. The Client accepts that minor visual differences across environments are inherent to web development and do not constitute a defect.

8.5 SEO and Search Rankings

All Webbed Up makes no warranty, representation, or guarantee in relation to search engine rankings, Google visibility, organic traffic, or any other SEO outcome as a result of the Website build. SEO services are a separate engagement and are not included in the website design fee unless expressly stated in the Service Proposal.

• (a)The Website may incorporate Third Party Tools including themes, page builder plugins, ecommerce frameworks, payment gateways, form plugins, fonts, or other software components.
• (b)Third Party Tools are subject to their own licence terms. The Client acknowledges that the use of Third Party Tools may involve ongoing licence or subscription costs, which are the responsibility of the Client unless otherwise agreed in writing.
• (c)All Webbed Up accepts no liability for changes, discontinuation, security vulnerabilities, incompatibilities, or licence breaches arising from Third Party Tools after the date of delivery.
• (d)Where a Third Party Tool requires an account or subscription in the Client's name, the Client is responsible for establishing and maintaining that account.

10.1 Handover

Upon receipt of all outstanding Fees, All Webbed Up will provide the Client with all files, credentials, and access required to manage the Website independently. The Client is then solely responsible for the ongoing management, security, updates, and hosting of the Website.

10.2 Managed Hosting (Optional)

All Webbed Up offers ongoing hosting and website maintenance as a separate service. Where the Client elects to engage All Webbed Up for hosting or maintenance, a separate agreement or service proposal will apply. Managed hosting is not included in the standard website design fee unless expressly stated in the Service Proposal.

10.3 Client-Managed Hosting

Where the Client manages its own hosting or domain, All Webbed Up is not responsible for any downtime, data loss, security incidents, or performance issues arising from the Client's hosting environment after delivery of the Website.

10.4 Early Termination of Hosting Services

If the Client cancels a hosting, domain management, 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, covering costs already committed on the Client's behalf.

• (a)All Webbed Up accepts no responsibility or liability for any loss, corruption, or destruction of data at any stage of the project, including during development, migration, testing, or go-live.
• (b)The Client is solely responsible for maintaining backups of any existing website, data, content, or digital assets prior to and during the project. All Webbed Up strongly recommends the Client takes a full backup of any existing website before work commences.
• (c)Where All Webbed Up manages hosting, backups may be provided as part of that separate hosting arrangement only. No backup obligation applies under this Agreement.

• (a)Either party may cancel this Agreement by providing written notice to the other party.
• (b)If the Client cancels after work has commenced, the deposit is non-refundable in all circumstances. In addition, the Client will be liable for all work completed to the date of cancellation, calculated at All Webbed Up's standard rates or a fair proportion of the quoted project fee, whichever is greater.
• (c)All Webbed Up will provide a written statement of work completed and any amount payable beyond the deposit within 7 business days of cancellation.
• (d)Upon cancellation, All Webbed Up will cease all work. Partially completed Deliverables will not be released until all outstanding amounts are paid in full.
• (e)All Webbed Up may terminate this Agreement immediately and without notice if the Client engages in conduct that is abusive, threatening, or harassing. In such circumstances, all Fees remain payable in full.

13.1 Client-Owned Materials

Subject to receipt of all outstanding Fees, All Webbed Up acknowledges that the Client owns all custom design work, graphics, and written content created specifically for the Client as part of the Services.

13.2 Pre-Existing and Third Party Materials

All Webbed Up retains ownership of any pre-existing code, frameworks, tools, libraries, and methodologies used in the delivery of the Services. Where such materials are incorporated into the Website, All Webbed Up grants the Client a non-exclusive, perpetual licence to use them solely in connection with the delivered Website. Third Party Tools remain subject to their respective licence terms.

13.3 Ad Hoc Arrangements

Intellectual property arrangements for specific projects — including custom software, unique frameworks, or white-label deliverables — may be varied by written agreement between the parties. Where IP ownership is not expressly addressed in the Service Proposal, the default position in clauses 13.1 and 13.2 applies.

13.4 Portfolio Rights

All Webbed Up retains the right to display, reference, and promote completed Websites in its portfolio, case studies, pitches, and marketing materials. This right applies by default. The Client may opt out by providing written notice to All Webbed Up at any time. 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.

14.1 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, it will, upon written request from the Client made within 14 days of delivery, use reasonable efforts to remedy the issue.
• (c)All Webbed Up makes no warranty that the Website will achieve any particular commercial outcome, ranking, conversion rate, or business result.

14.2 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 limited to the total Fees paid by the Client under this Agreement. Neither party is liable to the other for any indirect, consequential, or economic loss, loss of profits, loss of business, or loss of goodwill arising under or in connection with this Agreement. Nothing in this clause limits any liability that cannot lawfully be excluded under the Australian Consumer Law.

14.3 Indemnity

• (a)The Client must indemnify and hold All Webbed Up harmless from and against all Claims and Losses arising from or in connection with any Client Content, including any claim that such content infringes a third party's rights.
• (b)Without limiting the above, the Client must indemnify All Webbed Up against any Claims or Losses suffered as a result of the Client providing false, misleading, or incomplete information.

14.4 No Partnership or Employment

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

• (a)Each party agrees to keep the other's confidential information confidential and not to disclose it to any third party without prior written consent, except as required by law or as necessary for the performance of 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 the receiving party prior to disclosure.
• (c)All Webbed Up may use anonymised and aggregated data relating to the project for internal research and service improvement. No personally identifiable information will be shared with third parties without the Client's explicit consent.
• (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.

16.1 Force Majeure

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

16.2 Amendment

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

16.3 Severance

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

16.4 Notices

Notices under this Agreement 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.

16.5 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.

16.6 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.

16.7 Entire Agreement

This Agreement, together with the Service Proposal and Acceptance Form, constitutes the entire agreement between the parties in relation to its subject matter and supersedes all prior representations, agreements, and understandings.

16.8 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.

16.9 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.

16.10 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.

16.11 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 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 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 Website Design 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 Website Design 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.