Terms of Service

These Terms of Service apply when a person or organisation engages DesignEpic to provide professional services. You accept them by signing or accepting a proposal, instructing us to begin, paying an invoice or continuing to use the services after receiving these terms.

The agreement consists of these terms and the applicable proposal, statement of work, quote, order, change request and any schedules expressly incorporated into them.

We will provide the services described in the accepted proposal with due care and skill. Services may include strategy, website design and development, local SEO, CRM and automation, analytics and reporting, website care, and work management and optimization.

• Deliverables, assumptions, exclusions, milestones and acceptance criteria are defined in the proposal.
• Recommendations are based on the information and access reasonably available at the time.
• Unless expressly included, ongoing support, content production, paid media, licences, hosting, platform fees and third-party subscriptions are outside scope.
• No search ranking, traffic, revenue, sales or other commercial result is guaranteed.

We may use suitably qualified personnel or subcontractors while remaining responsible for the services we have agreed to deliver.

You agree to provide timely access, accurate information, decisions, feedback, approvals and materials reasonably required for delivery.

• Nominate an authorised contact who can provide instructions and approvals.
• Ensure supplied content, data, trademarks, images and other materials can lawfully be used for the project.
• Maintain appropriate backups and security for systems outside our agreed responsibility.
• Review deliverables within the review period stated in the proposal and provide consolidated feedback.
• Use the deliverables and third-party platforms lawfully and in accordance with their applicable terms.

We are not responsible for delay, rework or reduced performance caused by missing, inaccurate or late client inputs.

Fees, deposits, milestone payments, recurring charges and payment dates are set out in the proposal or invoice. Unless stated otherwise, quoted amounts are exclusive of GST and other applicable taxes.

• You must pay valid invoices by the due date using an offered payment method.
• You must raise any genuine invoice dispute promptly and pay the undisputed portion on time.
• Approved work outside scope is charged under an accepted change request or at the rate stated in the proposal.
• Reasonable, pre-approved third-party costs and expenses are payable by you.

If an undisputed amount remains overdue, we may pause affected work after giving reasonable written notice. Any pause may change delivery dates and resource availability.

Either party may request a change. Before changed work begins, we will explain the likely effect on scope, fees, timing and dependencies. A change becomes binding when accepted in writing.

Dates are estimates unless the proposal expressly identifies a fixed deadline. We will communicate material risks or delays, and both parties will take reasonable steps to minimise their effect. Where client feedback or access is delayed, the schedule will move by a reasonable period and may depend on our next available capacity.

A deliverable is accepted when you approve it in writing, use it in production, or do not identify a material failure against agreed acceptance criteria within the review period specified in the proposal.

Projects may rely on hosting providers, plugins, APIs, software platforms, payment providers, fonts, stock media and other third-party products. Their availability, security, pricing, features and terms are controlled by their providers.

• You are responsible for third-party accounts and charges unless the proposal says otherwise.
• We will identify material third-party dependencies known during delivery.
• We are not responsible for a third party changing, suspending or discontinuing its service, but we can help assess reasonable alternatives as additional work.
• Third-party materials remain subject to their own licences and usage restrictions.

Each party retains ownership of intellectual property it owned or developed independently before the engagement.

• Once all amounts for the relevant deliverables are paid, you own final deliverables created specifically for you, except for our background materials and third-party materials.
• We retain ownership of our methods, processes, know-how, reusable components, templates, libraries and tools.
• We grant you a perpetual, worldwide, non-exclusive licence to use any of our background materials embedded in a paid final deliverable as necessary to use that deliverable.
• You grant us a licence to use client materials only as reasonably required to deliver, support and evidence the services.

Unless the proposal requires confidentiality or you ask us not to, we may identify you as a client and display non-confidential completed work in our portfolio and marketing.

Each party must protect the other party’s confidential information, use it only for the engagement and disclose it only to people who need it and are subject to appropriate confidentiality obligations.

Confidential information does not include information that is public through no breach, already lawfully known, independently developed, or lawfully received from another source. A party may disclose information when required by law after giving notice where legally permitted.

We handle personal information in accordance with our Privacy Policy . Each party must use reasonable security measures for systems and credentials under its control and promptly notify the other of a suspected incident relevant to the engagement.

We warrant that services will be provided with due care and skill. You warrant that you have authority to enter the agreement and that materials and instructions you provide do not infringe another person’s rights or require us to act unlawfully.

To the extent permitted by law, all other implied terms are excluded. Any advice depends on the information supplied and is not legal, accounting, financial or other regulated professional advice.

Nothing in this clause limits liability where doing so would be unlawful, including liability for fraud, wilful misconduct, death or personal injury caused by negligence, or non-excludable consumer guarantees.

To the extent permitted by law:

• neither party is liable for indirect or consequential loss, or loss of profit, revenue, opportunity, goodwill or anticipated savings, except to the extent such loss was reasonably foreseeable and cannot lawfully be excluded;
• each party must take reasonable steps to mitigate loss;
• our aggregate liability arising from the affected services is limited to the fees paid or payable for those services during the 12 months before the event giving rise to the claim; and
• for services not ordinarily acquired for personal, domestic or household use, our liability for breach of a consumer guarantee is limited, where fair and reasonable, to supplying the services again or paying the cost of having them supplied again.

You remain responsible for business decisions, published content, regulatory compliance and use of deliverables after handover.

Either party may terminate an engagement as permitted by the proposal, or if the other party materially breaches the agreement and does not remedy the breach within a reasonable period after written notice.

We may suspend affected services after reasonable notice if an undisputed invoice remains overdue, required access creates a material security risk, or continuing would require unlawful conduct.

On termination, you must pay for services properly performed and approved, non-cancellable commitments made for the engagement, and any agreed reasonable handover work. After payment, we will provide completed paid deliverables and reasonably cooperate with an orderly transition. Clauses intended to continue—including payment, confidentiality, intellectual property, liability and disputes—survive termination.

If a dispute arises, each party will nominate a decision-maker and first try to resolve it through good-faith discussion. If unresolved, the parties will consider mediation before commencing court proceedings, except where urgent relief or debt recovery is reasonably required.

• Neither party is liable for delay caused by events beyond its reasonable control, provided it gives notice and takes reasonable steps to reduce the effect.
• A waiver must be in writing. A delay in enforcing a right is not a waiver.
• If part of the agreement is unenforceable, it is read down or severed to the minimum extent necessary and the remainder continues.
• Neither party may assign the agreement without the other party’s consent, not to be unreasonably withheld, except as part of a genuine business restructure or sale.
• Notices may be sent electronically to the contacts used for the engagement.

The agreement is governed by the law stated in the proposal. If the proposal does not state a governing law, Queensland, Australia applies, and the parties submit to the courts of that jurisdiction.

Questions about these terms can be sent to hello@designepic.com.au .