Website terms

Our website, our rate card and any ballpark figure we give on a call are there to start a conversation. None of them is an offer. The offer is the written quote we send you, and it stays open for 30 days.

You accept the quote by signing the engagement letter, by replying in writing to say you accept, or by paying the deposit. Any one of those makes a binding agreement on the quote and these terms.

Every quote names the version of these terms that applies and comes with a copy. That version applies for the whole project. If we change these terms, the change applies only to quotes we issue after it. Care plans and hosting plans follow clause 10.7.

If our documents ever disagree, this order applies: special terms in your engagement letter first, then the quote or engagement letter, then these terms.

We take a set number of custom builds and online stores each season, as prime-time slots. A larger build can take two slots, and your quote says if yours does. Fixed packages don't use a slot.

A slot is yours once you've accepted the quote and your deposit has cleared. If two businesses accept for the last slot, the first cleared deposit gets it, and we refund the other business in full within two business days.

Your quote gives a start week. If we can't start in the season we quoted, you can choose a new start date or cancel for a full refund.

When a season is full, we keep your pitch in the order we received it and offer you the next season's slots ahead of anyone who pitched after you. A place in that queue costs nothing and commits neither of us.

Prices are in Australian dollars and exclude GST unless the quote says otherwise. We're registered for GST, and every quote and invoice also shows the total including GST.

The quote is a fixed price for the scope it describes. It changes only if you ask for more (clause 5) or we both agree a change in writing.

A build is paid in two parts unless the quote says otherwise: a deposit when you accept, and the balance. We invoice the balance at launch or 14 days after we give you the finished site to review on its test address, whichever comes first, and it's due under clause 3.6. If within those 14 days you tell us in writing what doesn't match the approved scope, the 14 days restart once we've fixed it. The quote shows both amounts.

The deposit is the first instalment of the build price, not a separate fee, and all of it comes off the build price.

We issue a tax invoice for every payment, the deposit included. A Stripe or PayPal receipt confirms your payment but isn't our tax invoice.

Invoices are due 7 days after we issue them. You can pay by bank transfer or through our secure payment link. We don't add a surcharge for paying by card.

Domains, platform plans, paid themes, plugins, apps, fonts and stock images are third-party costs. You pay them directly, in your name, unless the quote says we'll buy them for you, in which case we pass them on at cost.

Your build's runtime counts from the day we confirm in writing that everything on the content checklist has arrived: your copy, images, logo files and the logins we need. We send the checklist at kickoff.

Please send everything on the checklist within 10 business days of kickoff. If we're writing the copy or shooting the photos, those dates are in the quote instead.

The runtimes on our website and in your quote are typical times, not guarantees. They assume feedback comes back on the dates in your project plan. If content or feedback runs late, launch moves by at least the same time, and it can move further if the project has to fit around other booked work.

Name one person to approve work for your business. Their written approval, by email included, binds you.

Each design stage includes two rounds of changes. A round is one set of feedback from your approver, sent together within 5 business days of us presenting the work.

Once you approve a stage in writing, we build on it. Changing an approved stage later is extra work under clause 5.

If we've presented a stage and heard nothing for 10 business days, we send a reminder. If there's no reply 5 business days later, we send a second reminder saying the stage will be treated as approved. If there's still no reply 5 business days after that, we may treat the stage as approved so the project can keep moving. That never stops us fixing work that doesn't match the approved scope, and it doesn't affect your rights under the Australian Consumer Law.

Anything outside the quote's scope is extra work, such as more pages, more rounds, new features or another integration. We give you a written estimate first and start only once you accept it in writing.

Extra rounds and small changes are charged at the hourly rate in your quote, and extra pages at the rate on our rate card. Anything bigger gets its own quote.

Where these terms or your quote use these words, they mean:

• "Up to 10 pages": up to 10 pages built from no more than four unique page layouts.
• "Copy included": we write the copy for the four core pages named in your quote.
• "Integration": a connection between your site and one outside system named in the quote, such as HubSpot.
• "CRM reporting": five standard reports set up in your CRM.
• "Launch": the day the site goes live on your domain.

Your materials stay yours. You give us permission to use them for your project.

When you've paid everything due under the quote, we transfer to you the copyright and other intellectual property in the work we make for your project: the design, the page layouts, the copy we write, graphics, custom code, and the photos and video we shoot for your pages. Until then you have a licence to use that work on your site. This clause is our written assignment, and when you ask, we'll sign a copy of it or anything else you reasonably need to record the transfer.

Our own tools, code libraries, frameworks and methods, the ones we had before your project or build for general use, stay ours. You get a permanent, royalty-free, non-exclusive licence to use, copy and change them as part of your site, and that licence passes to whoever owns the site after you.

Themes, plugins, apps, fonts, stock images and platform features belong to their makers and are licensed, not owned. Your engagement letter lists each one, whose name the licence is in, who pays for it and when it renews. Wherever the licence allows, it goes in your name.

Before anyone works on your project, whether on our team or a contractor, they assign their rights in the work to us in writing and consent in writing to the work being changed, adapted or used without naming them. That's what lets you change your site after launch.

We supply edited photos and video. Raw files aren't included unless the quote says so.

Once your site is live we may show it, and the work behind it, in our portfolio and on social media. If you'd rather we didn't, tell us in writing and we'll stop any new use within 14 days. We never publish your results, figures or anything confidential without your written OK.

We promise our work is original or properly licensed, and that as far as we know it doesn't infringe anyone else's rights. You promise you have the rights to the materials you give us. If a claim arises from material one of us supplied, that party deals with it and covers the other's reasonable costs of the claim, subject to clause 9.

Your domain is registered in your name or your business's name, never ours.

Platform and service accounts, such as Shopify, Webflow, Wix, Squarespace, WordPress hosting, Google Analytics, Search Console and your CRM, are set up in your name and on your payment method. We work in them as a collaborator or staff user, and the logins are yours from day one.

A custom-code site runs on our hosting while you're on a care plan or hosting plan. If you'd rather host it yourself, we move it to hosting you choose for the handover fee in your quote or on our rate card. That fee covers our time to set up the new hosting, move the site, reconnect the domain and test it. When a plan ends, we keep the site live for 30 days at no charge so you can move it. Moving it yourself costs nothing, using the export in clause 10.6. The handover fee applies only if you ask us to do the move.

Your domain and accounts are already yours. When you ask for a handover, we transfer or export the site files, content and data within 10 business days, and the work we made passes to you under clause 6.2. We remove our own access when you ask, and within 10 business days of a care plan or hosting plan ending.

Before launch we test the site against the scope on current versions of Chrome, Safari, Edge and Firefox, on a computer and on a phone.

Our services come with guarantees that can't be excluded under the Australian Consumer Law. Apart from the limit the law allows in clause 8.4, nothing in these terms excludes, restricts or changes a right or remedy you have under it.

Where the law allows, if we fail to meet a consumer guarantee that applies to our services, our liability is limited, at our option, to supplying the services again or paying the cost of having them supplied again. This doesn't apply to services of a kind ordinarily acquired for personal, domestic or household use or consumption.

We do the work with due care and skill, to the agreed scope. We can't promise results that depend on things outside our control, such as search rankings, traffic, enquiries, sales, or a platform approving your store. Any speed or ranking figure we discuss is a target unless your quote lists it as a deliverable.

Apart from your rights in clause 8, and to the extent the law allows:

• each of us is liable to the other only up to the total price in the quote or, for a claim about a care plan or hosting plan, the fees paid for that plan in the 12 months before the claim; and
• neither of us is liable for indirect or consequential loss, such as lost profit, revenue, data or opportunity.

Those limits don't apply to money you owe us for work done, to death or personal injury, or to fraud or deliberate wrongdoing.

A care plan or hosting plan is a subscription. It continues month to month, and we bill it monthly in advance, by invoice or by automatic card payment as your quote says, until you cancel. We can end a plan with 30 days' written notice.

The price is the monthly amount in your quote, plus GST. There's no minimum term, no setup fee and no cancellation fee.

To cancel, email info@visuallab.com.au at any time. Your plan ends at the end of the billing month in which we receive your email, we don't bill you again, and we confirm the cancellation in writing within two business days.

What each plan includes is on our rate card and in your quote. Hours of changes in a plan are for that month and don't roll over. We reply to requests within two business days, and we don't offer a guaranteed fix time.

A plan doesn't cover new features or redesigns, which we quote separately. It also doesn't cover repairing damage caused by someone else's changes, by an attack that isn't down to our work, or by a third-party plugin, app or platform failure. We tell you and quote first before doing any of that work.

When a plan ends we give you a full export of your site and data within 10 business days of your request, and we keep a backup for 60 days after the end date before deleting it.

We give you at least 30 days' written notice of any price or plan change, and you can cancel before it starts at no cost. Once a year we also email you what your plan includes, what it costs and how to cancel.

If an invoice is more than 14 days overdue, we email you a reminder. If it's still unpaid 7 days after that, we may pause work until it's paid, and the project dates move by the time lost.

For a care plan or hosting plan, after the same reminder and 7 days' written notice, we may replace the site with a maintenance page. We delete nothing, don't charge the plan for the days the site is offline, and restore it within one business day of payment.

We won't pause work or take a site offline over an amount you've disputed in good faith, in writing, while we work it out with you.

You can cancel a build at any time by telling us in writing.

If we haven't started work, we refund what you've paid, less any third-party costs we've already paid for your project, with receipts. If your build has a prime-time slot and you cancel less than 30 days before your booked start week and more than 2 business days after you accepted, we may also keep a slot release fee of up to 10% of the quoted price ex GST, plus GST, because we turned other work away to hold the slot. If we fill the slot with another project, the fee drops to nil and we refund it. We never keep more than you've paid.

If we've started work, you pay for the work done up to the day you cancel, at the hourly rate in your quote and never more than the quoted price, plus any third-party costs. We send you the time records, refund anything you've paid above that amount, and hand over the work done once it's paid for.

If we're waiting on content or feedback and haven't heard from you for 14 days, we email a reminder. If 14 more days pass, we may pause the project and release its prime-time slot, and you go to the front of the queue for the next free one. If 60 days pass after the first reminder, we may close the project on the terms in clause 12.3. If you want to pick it up again later, we quote the remaining work.

Either of us may end the agreement if the other seriously breaches it and doesn't fix the breach within 14 days of written notice. We may also end it straight away if you insist, after we've explained why, on publishing content that's unlawful, defamatory or misleading, or if anyone on our team is threatened or seriously abused. Clause 12.3 then applies to work done.

If we cancel for any other reason, or can't deliver, we refund everything you've paid for work we haven't delivered and hand over the work done.

Clauses 6, 7.4, 8, 9, 10.6, 12.2 to 12.6, 13, 14 and 15, and anything about money owed for work done, keep applying after the agreement ends.

Personal information collected through your site is yours to control, and you're responsible for your own privacy policy, website terms and cookie notice. If we give you starter wording, it's a draft for your own adviser to check, not legal advice.

We handle any personal information we can see only to do the work, on your instructions, and as our Privacy Policy describes. We don't put your customers' personal information into any outside software except the services listed in your engagement letter or others you approve.

Some services we use store data overseas. Your engagement letter lists them and where they keep the data.

If we become aware of a security incident affecting your site, or data we can access, we tell you within 48 hours and help you respond.

We take reasonable steps to keep your site and accounts secure, including unique passwords, two-factor sign-in where it's offered, and removing our access once it's no longer needed. No site can be made immune to attack, and we never pay a ransom.

We build our page templates and components to the Web Content Accessibility Guidelines (WCAG) 2.2 at level AA, and test the pages listed in your quote before launch. Content added after launch, embedded tools and third-party apps aren't part of that test.

If something's wrong, tell us in writing. We'll meet or call within 5 business days to sort it out.

If that doesn't settle it within 20 business days, either of us can refer it to mediation through the NSW Small Business Commissioner or a mediator we both agree on. We share the mediator's costs equally.

Either of us can go to a court or tribunal if mediation doesn't resolve it, or straight away for urgent orders. Nothing here stops you contacting NSW Fair Trading or the ACCC, or using your rights under the Australian Consumer Law.

The quote, any engagement letter and these terms are the whole agreement for your project.

We work as an independent business. We may use trusted contractors, and we stay responsible for their work.

We each keep the other's confidential information confidential and use it only for the project, unless the law requires otherwise.

Neither of us may transfer the agreement to someone else without the other's written consent, which won't be unreasonably refused.

If an event outside our reasonable control delays the work, the dates move by the time lost. If it lasts more than 30 days, either of us can end the agreement, and clause 12.3 applies to work done.

Notices go by email to the addresses in the quote. A business day is a weekday that isn't a public holiday in Sydney.

If a court finds part of these terms unenforceable, the rest still applies. The law of New South Wales governs the agreement.