Website Design and Development Agreement
This agreement sets out the terms and conditions that apply when Peabody Digital (we, us, our) provides design and development services to a client (you, your). By accepting a proposal or paying a deposit, you agree to be bound by these terms.
This agreement does not cover website hosting, domain names, or ongoing maintenance services. Those matters are governed by our separate Website Hosting Service Agreement.
1. Definitions
“Agreement” means these terms and conditions together with any accepted proposal or quote.
“Approval period” means the period during which you may review completed work and request changes. The standard approval period is seven days from the date work is presented to you, or the point at which you provide written approval — whichever is earlier.
“Deposit” means the upfront payment required before work commences, as specified in the proposal.
“Domain name” means the root address of a website (e.g. www.example.com.au), which must be registered with the appropriate naming authority.
“Hosting” means the service of providing server infrastructure on which a website resides and is accessible via the internet.
“Link” or “hyperlink” means a clickable element embedded in a web page, whether text or graphic.
“Project materials” means any content, images, text, logos, data, or other assets provided by you to us for use in performing the work.
“Publication” means, for website work, the point at which the completed website is made publicly accessible on the internet. For print work, publication means the point at which we provide you with print-ready files.
“Restart fee” means the fee charged to recommence work on a project that has been delayed for reasons attributable to you, as set out in clause 3.4.
“Retainer” means an amount paid to secure priority scheduling and continuity of service during an active project.
“Search engine optimisation (SEO)” means services aimed at improving a website’s ranking in search engine results. SEO is not included in any design or development engagement unless explicitly stated in the proposal.
“The work” means the design and/or development services described in the accepted proposal or quote.
“Website” means a collection of web pages and associated code forming an integrated online presence.
2. Proposals and Commencement
2.1 All proposals and quotes are valid for 30 days from the date of issue. We are not obliged to honour a proposal after it has expired.
2.2 Proposals, quotes, and the information contained in them — including pricing, technical specifications, and design concepts — are confidential and remain our property. You must not share them with third parties or publish them without our prior written consent.
2.3 Work will not commence until we have received the deposit specified in the proposal or, where a payment plan has been agreed, the first scheduled payment.
2.4 Where a project deadline has been agreed in writing prior to commencement, that deadline forms part of this agreement. If the project extends beyond the agreed deadline for reasons attributable to you, a grace period of seven days applies at our discretion. After that grace period, we are no longer bound by the original deadline or pricing, and we may reprioritise other work.
2.5 We reserve the right to decline any engagement, or to terminate an existing engagement without notice, if we reasonably consider that the work requested, the content provided, or the purpose it serves is illegal, unethical, or otherwise unacceptable to us.
3. Fees and Payment
3.1 Fees Payable
Unless a payment plan has been agreed in writing, our standard payment terms are:
- 50% deposit is due before work commences.
- The remaining 50% is due upon completion of the work and expiry or waiver of the approval period.
Where a payment plan has been agreed, payments are due as specified in that plan. All other terms of this agreement continue to apply.
3.2 Invoices
Final invoices will be issued upon completion of the approval period. Payment is due within 14 days of the invoice date unless otherwise agreed in writing.
3.3 Late Payment
If payment is not received by the due date:
(a) We may immediately suspend all work for you until the outstanding balance is paid in full.
(b) If payment remains outstanding seven days after the due date, we may remove, modify, or take offline any work we have delivered, suspend any associated services (including hosting, email, and dedicated IP addresses), and revoke your licence to use the work — until payment is received in full.
(c) A late payment fee applies, calculated as 10% of the outstanding invoice amount or $20, whichever is greater. This fee is charged on the same date of each month that the invoice remains unpaid.
(d) Revoking your licence or removing work from the internet does not remove your obligation to pay the outstanding amount.
3.4 Restart Fees
If work on a project is delayed for 28 days or more for reasons attributable to you — including failure to provide materials, failure to respond, or a change in your instructions — a restart fee applies before we recommence work. The restart fee is $550 (GST inclusive) or 50% of the total project budget, whichever is lesser. Work will not recommence until the restart fee is paid in full. Payment of a restart fee does not guarantee immediate recommencement — we will schedule work at the earliest available time.
3.5 Variations
If you request changes to the scope of work after the agreement has been accepted, those changes may affect the price and/or timeline. We will not proceed with out-of-scope work that increases cost without your prior written consent. Approved variations may attract a retainer fee and will be documented in a written variation agreement.
3.6 Third-Party Costs
We may engage third-party services in performing the work, including WordPress plugins, stock image libraries, printing services, and software tools. Where third-party costs are included in your quote and subsequently increase beyond our control, we will notify you and may adjust the price accordingly. Existing agreed pricing will not be affected except in these circumstances.
3.7 No Refunds
We do not provide refunds for work performed. Where a deposit has been paid and you choose not to proceed, clause 5.2 (client-initiated termination) applies.
4. Supply of Materials and Approval
4.1 Supply of Project Materials
You must supply all materials required for the work before commencement, or as soon as they are requested during the project. Materials must be provided within two business days of our request unless we agree otherwise in writing. Materials may include, but are not limited to, written content, photographs, logos, and brand assets.
4.2 Delay in Supplying Materials
(a) If your failure to supply materials causes a delay of more than 14 days, we may invoice you for any portions of the work already completed.
(b) If your failure to supply materials causes a total project delay of more than 28 days, a restart fee applies as per clause 3.4.
4.3 Approval of Work
At key stages during the project, and upon completion, we will present work to you for review. The approval period is seven days from the date of presentation. During this period, you must either:
(a) provide written approval; or
(b) submit specific, written requests for changes.
If we do not receive a response within the approval period, the work will be deemed approved.
Once work is approved — or deemed approved — it cannot subsequently be rejected, and the balancing payment becomes immediately due.
We will not publish work until you have approved it, even if the approval period has expired.
After publication, any corrections or changes you request will be subject to additional charges.
4.4 Out-of-Scope Changes
Changes requested during the approval period that fall outside the original proposal will incur additional charges. If requested changes cause further delay in your supply of content or instructions, a restart fee may apply under clause 3.4.
4.5 Rejection of Work
If you reject work during the approval period, we will make reasonable efforts to address your stated concerns. If you continue to reject revised work in a manner we reasonably consider to be unreasonable, we may suspend further work and pursue payment for all work completed to that point, together with recovery costs.
5. Termination
5.1 Termination by Us
We will complete the work as agreed and will not terminate this agreement early unless:
(a) you are in material breach of this agreement and have not remedied the breach within seven days of written notice from us;
(b) a force majeure event under clause 8.2 renders us unable to complete the work; or
(c) we determine that the work, content, or its intended purpose is illegal, unethical, or unacceptable under clause 2.5.
If we terminate under (b) or (c), we will invoice you for all work completed to the date of termination. No further amounts will be owed by either party beyond that.
5.2 Termination by You
If you terminate this agreement before the work is complete:
(a) We will calculate the total value of work performed, plus any costs and charges incurred, up to the date of termination (total services rendered).
(b) If the total services rendered is less than the deposit paid, we may, at our discretion, issue a credit for the difference, less a cancellation fee of 15% of the deposit. Whether to issue a credit, and what it may be applied to, is entirely at our discretion.
(c) If the total services rendered equals or exceeds the deposit paid, no credit applies. The outstanding balance, plus a cancellation fee of 10% of the total services rendered amount (excluding GST), becomes immediately due and payable.
(d) You accept that terminating this agreement does not relieve you of the obligation to pay for work already performed.
6. Intellectual Property and Licensing
6.1 Ownership of Work
We retain copyright and all intellectual property rights in all work we create, including design concepts, code, graphics, and documentation, until full payment of all outstanding amounts has been received.
6.2 Licence Granted to You
Upon receipt of full payment, we grant you a non-exclusive, perpetual licence to use the completed work for the intended purpose described in the proposal. This licence does not extend to:
(a) resale or sublicensing of the work to third parties;
(b) use of the work for purposes materially different from those described in the proposal; or
(c) any underlying frameworks, code libraries, templates, or tools that we use across multiple client projects, which remain our property at all times.
We retain the right to display the work in our portfolio and marketing materials. We will present your work in a manner that reflects positively on you.
6.3 Your Project Materials
Any content, images, or assets you provide to us remain your property (or the property of the relevant rights holder). By providing project materials to us, you confirm that you hold all necessary rights, licences, and permissions to use them, and you authorise us to incorporate them into the work. You indemnify us against any claim arising from our use of project materials supplied by you.
If we are required to obtain licences or permissions for third-party content on your behalf, you agree to pay any additional costs this involves, including licensing fees and our time, regardless of whether those costs were anticipated in the original quote.
6.4 Confidentiality of Proposals
Our proposals, quotes, and design concepts are confidential commercial information. You must not share them with third parties — including competitors or other suppliers — without our prior written consent.
7. Disclaimers and Limitation of Liability
7.1 Third-Party Services
We may use third-party platforms and services — including WordPress, plugins, stock image libraries, and printing services — in delivering the work. We will take reasonable care in selecting and using these services, but we are not liable for any failure, limitation, or change in a third-party service that affects the work or your use of it.
7.2 Post-Completion Responsibility
Once work has been completed and published, we are not responsible for its ongoing functionality or maintenance unless you have a current hosting and maintenance subscription with us. If the website is subsequently modified by you or compromised by a third party, the cost of rectification is your responsibility.
7.3 Search Engine Outcomes
Unless SEO services are explicitly included in the proposal, we do not warrant any particular search engine ranking or listing outcome. Even where SEO services are included, search engine rankings are determined by the search engines themselves, not by us. We cannot guarantee any specific result and will not be liable for changes to rankings caused by search engine algorithm updates or other factors outside our control.
7.4 Limitation of Liability
To the maximum extent permitted by law, and without limiting your rights under the Australian Consumer Law:
(a) our total liability to you for any claim arising under or in connection with this agreement is limited to the total fees paid by you to us under the relevant proposal;
(b) we are not liable for any indirect, consequential, incidental, or punitive loss or damage, including loss of revenue, loss of data, loss of business opportunity, or reputational damage, regardless of how it arises; and
(c) nothing in this agreement limits our liability for death or personal injury caused by our negligence, fraud, or any other liability that cannot be excluded by law.
7.5 Warranty of Performance
We warrant that we will complete the work in accordance with the specifications in the accepted proposal, using reasonable skill and care. We will not charge more than the agreed amount unless a variation has been approved in writing or a restart fee applies.
8. Indemnity and Force Majeure
8.1 Client Indemnity
You agree to indemnify and hold harmless Peabody Digital and its officers, employees, and contractors from and against any claims, losses, damages, costs, and expenses (including reasonable legal fees) arising from:
(a) any project materials you provide, including any claim that those materials infringe a third party’s intellectual property, privacy, or other rights;
(b) your use of the completed work outside the scope of the licence granted under clause 6.2;
(c) any breach of this agreement by you; or
(d) any act or omission by you or your representatives in connection with this agreement.
This indemnity survives termination of this agreement.
8.2 Force Majeure
We are not liable for any delay or failure to perform our obligations where that delay or failure is caused by events beyond our reasonable control, including illness, accident, software or hardware failure, natural disaster, fire, power failure, or other force majeure events. We will notify you as soon as practicable if such an event affects our ability to deliver the work. If the event continues for more than 30 days, either party may terminate this agreement, and you will be liable only for the value of work completed to that point.
9. General
9.1 Governing Law
This agreement is governed by the laws of Tasmania. The parties submit to the non-exclusive jurisdiction of the Tasmanian courts. Where Tasmanian law does not provide jurisdiction, the federal laws of Australia apply.
9.2 Entire Agreement
This agreement, together with the accepted proposal, constitutes the entire agreement between the parties and supersedes all prior discussions, representations, and arrangements. No oral statement made by or on behalf of Peabody Digital shall be relied upon or form part of this agreement.
9.3 Severability
If any provision of this agreement is found to be void or unenforceable, it will be severed, and the remaining provisions will continue in full force and effect.
9.4 Waiver
Failure to enforce any provision of this agreement at any time does not constitute a waiver of the right to enforce it in future.
9.5 Survival
Clauses 6, 7, 8, and 9 survive termination of this agreement.