These Terms and Conditions ("Terms") govern the provision of web design, web development, digital marketing, and related services ("Services") offered by Devinci Web Solutions ("we", "us", "our"), a business based in Petrie, Moreton Bay, Queensland, Australia (ABN 75 235 287 002).
By engaging our Services, requesting a quote, signing a proposal, or making payment, you ("Client", "you", "your") agree to be bound by these Terms in their entirety. If you do not agree to these Terms, you must not engage our Services.
These Terms apply to all clients, projects, and engagements unless a separate written agreement has been executed between Devinci Web Solutions and the Client, in which case the terms of that agreement shall prevail to the extent of any inconsistency.
Devinci Web Solutions provides services including but not limited to:
The specific scope of Services for each engagement will be set out in a written proposal, Statement of Work (SOW), or project brief agreed upon by both parties prior to commencement. Any work requested outside the agreed scope constitutes a variation and will be subject to additional charges as set out in clause 5.
We will perform all Services with reasonable skill, care, and diligence in accordance with industry standards. We make no guarantee of any specific business outcome, search engine ranking, or commercial result arising from our Services.
To enable us to deliver Services effectively, you agree to:
Failure to meet your obligations may result in project delays for which Devinci Web Solutions accepts no responsibility. We reserve the right to pause work and issue a revised timeline where delays are caused by your failure to provide required materials or approvals.
Fees for Services are as set out in the relevant proposal, quote, or SOW. All fees are quoted in Australian Dollars (AUD) and are exclusive of Goods and Services Tax (GST) unless otherwise stated.
Devinci Web Solutions is registered for GST purposes. GST will be applied to all taxable supplies at the prevailing rate (currently 10%) and will be itemised on all invoices issued.
Unless otherwise agreed in writing, the following payment structure applies:
For ongoing retainer or maintenance engagements, invoices will be issued monthly in advance and are due within 14 days of the invoice date.
Invoices not paid by the due date may attract interest at the rate of 2% per month, calculated daily on the outstanding balance. We reserve the right to suspend Services where payments remain outstanding for more than 14 days beyond the due date. Suspended Services will resume upon receipt of all outstanding amounts.
Out-of-pocket expenses reasonably incurred in connection with the provision of Services (including but not limited to stock photography, third-party software licences, domain registration fees, and hosting costs) will be charged to you at cost unless already included in the agreed fee.
If you dispute any invoice, you must notify us in writing within 7 days of the invoice date, setting out the nature of the dispute. Undisputed portions of invoices remain due and payable by the original due date.
Any request to change the agreed scope of work constitutes a variation. We will provide you with a written variation notice setting out the additional costs and/or revised timeline before undertaking any variation work.
Variations will not be carried out without your written approval. Approval of a variation constitutes agreement to the additional fees and revised timeline set out in the variation notice.
Subject to receipt of all fees payable, we assign to you all intellectual property rights in the final deliverables created specifically for your project, including website designs, custom code, and written content created by us.
Notwithstanding clause 6.1, we retain all intellectual property rights in:
You are granted a non-exclusive, royalty-free licence to use such pre-existing materials solely as incorporated into the deliverables for the agreed purpose.
You retain all intellectual property rights in materials you provide to us. You grant us a licence to use such materials solely for the purpose of delivering the Services.
We reserve the right to display completed projects in our portfolio and to reference the Client's name as a customer for the purposes of marketing, unless you notify us in writing that you object to such use.
Each party agrees to keep the other party's confidential information (including business information, pricing, strategies, and technical data) strictly confidential and not to disclose it to any third party without prior written consent, except as required by law.
This obligation does not apply to information that is or becomes publicly available through no fault of the receiving party, or that the receiving party independently develops without reference to the confidential information.
The provision of our Services may involve the use of third-party platforms, software, hosting providers, domain registrars, or other services ("Third-Party Services"). We are not responsible for the performance, availability, security, or terms of any Third-Party Services.
You acknowledge that your use of Third-Party Services is subject to the terms and conditions and privacy policies of the respective providers. We recommend that you review those terms independently.
Where we manage Third-Party Service accounts on your behalf, you remain responsible for ensuring your own compliance with the applicable terms.
We warrant that:
You warrant that:
Except as expressly set out in these Terms, all warranties, conditions, representations, and guarantees (whether express or implied) are excluded to the fullest extent permitted by applicable law. We do not warrant that the Services or deliverables will be error-free or that any particular commercial outcome will be achieved.
To the fullest extent permitted by applicable law:
Nothing in these Terms excludes or limits our liability for fraud, personal injury or death caused by our negligence, or any liability that cannot be excluded or limited under applicable Australian law.
The Australian Consumer Law (Schedule 2 of the Competition and Consumer Act 2010 (Cth)) may provide you with certain rights and remedies that cannot be excluded. Where those rights and remedies apply, nothing in these Terms limits or excludes them.
We will endeavour to meet all agreed project timelines. However, estimated timelines are indicative only and may be affected by factors outside our reasonable control, including but not limited to late provision of materials by you, scope changes, third-party delays, or force majeure events.
We will notify you as soon as practicable of any anticipated delay and provide a revised timeline where possible.
Either party may terminate a project engagement by providing 14 days' written notice to the other party.
We may terminate these Terms immediately upon written notice if:
Upon termination:
Devinci Web Solutions handles personal information in accordance with the Privacy Act 1988 (Cth) and the Australian Privacy Principles (APPs). Any personal information you provide to us will be used solely for the purpose of delivering our Services and will not be disclosed to third parties except as required by law or as necessary to deliver the Services (for example, to our hosting providers).
For further information, please refer to our Privacy Policy, available upon request.
If a dispute arises in connection with these Terms or the Services, the parties agree to the following process:
Nothing in this clause prevents either party from seeking urgent injunctive or other interim relief from a court.
These Terms are governed by the laws of Queensland, Australia. The parties submit to the exclusive jurisdiction of the courts of Queensland.
These Terms, together with any agreed proposal, SOW, or written variation, constitute the entire agreement between the parties with respect to the subject matter and supersede all prior negotiations, representations, and understandings.
We may update these Terms from time to time. Updated Terms will be provided to you before they take effect in relation to ongoing engagements. Continued engagement of our Services after the effective date of any update constitutes your acceptance of the revised Terms.
If any provision of these Terms is found to be invalid, unenforceable, or illegal, that provision will be severed from these Terms and the remaining provisions will continue in full force and effect.
A failure or delay by either party to exercise a right or remedy under these Terms does not constitute a waiver of that right or remedy.
Neither party will be liable for any delay or failure to perform their obligations under these Terms to the extent that such delay or failure is caused by an event or circumstance beyond their reasonable control, including natural disasters, pandemic, government action, or failure of third-party infrastructure. The affected party must notify the other party promptly and take reasonable steps to mitigate the impact.
You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may assign our rights and obligations under these Terms to a related entity or in connection with a sale or transfer of our business.
Notices under these Terms must be in writing and delivered by email or post to the contact details provided by each party. Notices sent by email are deemed received upon acknowledgement by the recipient.
If you have any questions about these Terms, please contact us:
Devinci Web Solutions
Petrie, Moreton Bay QLD, Australia
ABN 75 235 287 002
We encourage all clients to retain a copy of these Terms for their records.