These Terms and Conditions ("Terms") govern the provision of all services ("Services") by Futr Digital (A.B.N. 92 646 605 613) ("Futr Digital", "we", "us", "our") to you, the client ("Client", "you", "your"). By engaging Futr Digital for any Services, you agree to be bound by these Terms, which form a legally binding agreement. This document supersedes all prior agreements or understandings, whether written or oral.

1. General Terms of Service These general terms apply to all services provided by Futr Digital.

1.1. Quotations and Proposals All quotations and proposals are valid for thirty (30) days from the date of issue. Quotations are based on the information provided by the Client. Any changes to the scope of work, project requirements, or information provided may result in a revised quotation. Acceptance of a quotation must be confirmed in writing (email is sufficient). By accepting a quotation, you are agreeing to these Terms and Conditions.

1.2. Payments and Invoicing

  • Deposits: A non-refundable deposit of 50% of the total quoted fee is required before any work will commence. This deposit secures your project in our schedule and is treated as an upfront payment for work undertaken.

  • Final Payment: The remaining 50% is due upon "Completion" of the project (as defined in clause 2.6), prior to the final delivery of work or handover of administrative access.

  • Recurring Services: For ongoing services such as hosting, management plans, and marketing campaigns, fees are billed monthly or annually in advance, as specified in the service agreement.

  • Payment Methods: Payments can be made via Bank Transfer or Credit Card (a processing fee may apply).

  • Overdue Invoices: Invoices are due within fourteen (14) days of the issue date. We reserve the right to charge interest on overdue invoices at a rate of 10% per annum. Furthermore, we may suspend all services, including website hosting and email, until the outstanding balance is paid in full.

  • Debt Collection: Any costs incurred by Futr Digital for the collection of overdue debts, including but not limited to legal fees and collection agency fees, will be payable by the Client.

1.3. Client Responsibilities & Materials

  • The Client guarantees that all elements of text, images, or other artwork ("Client Materials") provided to Futr Digital are either owned by the Client, or that the Client has explicit permission to use them.

  • Indemnity: The Client agrees to indemnify and hold harmless Futr Digital from and against all claims, liabilities, damages, losses, and expenses, including legal fees, arising out of or in connection with any breach of the guarantee in the preceding clause, including any third-party claim that the Client Materials infringe upon their intellectual property rights.

  • The Client understands that timely and consistent communication is critical to a successful project. The Client agrees to provide all necessary content, feedback, and approvals in a timely manner. Futr Digital will not be responsible for delays caused by the Client's failure to do so, which may lead to the project being placed 'On Hold' or deemed 'Abandoned' as defined in Clause 1.4.

  • The Client is responsible for the accuracy of all content and materials provided.

1.4. Project Delays and Abandonment To ensure projects are completed efficiently and to manage our studio schedule, we have a clear policy for client-caused delays.

  • Project 'On Hold': If Futr Digital requires feedback, content, or approval from the Client and does not receive a response for a continuous period of thirty (30) days, we will issue a written notice (via email) and place the project 'On Hold'. While on hold, all work on the project will cease.

  • Project 'Abandoned': If a project remains 'On Hold' for a further sixty (60) days (making a total of ninety (90) continuous days of non-communication from the Client), Futr Digital will deem the project 'Abandoned'.

  • Consequences of Abandonment: Upon a project being deemed Abandoned:

    • This Agreement will be terminated immediately.

    • Futr Digital is released from all obligations to complete the project.

    • All payments made by the Client to date, including the 50% non-refundable deposit, are forfeited to cover the cost of work performed, administrative overhead, and the opportunity cost of reserved project time. No refunds will be issued.

    • No project files or completed work will be provided to the Client, as full ownership is only assigned upon final payment (as per Clause 1.5).

  • Project Reactivation: Should the Client contact Futr Digital to resume a project that has been Abandoned, resumption of the project is at the sole discretion of Futr Digital. We are not obligated to resume the project. Any decision to resume the project will require a new proposal, be subject to a new quotation based on our current rates, and may include a reactivation fee to cover the cost of re-familiarisation with the project.

1.5. Intellectual Property (IP)

  • Client IP: Upon full payment of all outstanding invoices, the Client is assigned full ownership of the final, delivered visual design of the website and any content created specifically for the Client.

  • Futr Digital IP: Futr Digital retains ownership of all pre-existing code, source code, frameworks, development tools, proprietary software, and any preliminary designs or concepts not chosen by the Client.

  • Licensing: The Client is granted a non-exclusive, perpetual, worldwide license to use the underlying code and technology for the single website or application it was created for. This license does not permit the resale, distribution, or re-use of the code for other projects.

1.6. Confidentiality Both parties agree to keep confidential all information concerning the business, affairs, customers, clients, or suppliers of the other party. This obligation persists after the termination of our agreement.

1.7. Limitation of Liability & Disclaimers

  • To the fullest extent permitted by law, Futr Digital's total liability for any loss or damage, however caused (including through negligence), arising out of or in connection with the Services is limited to the total fees paid by the Client to Futr Digital in the preceding 12 months.

  • Futr Digital is not liable for any indirect or consequential loss, including loss of profits, loss of data, or damage to goodwill.

  • Third-Party Services: We are not responsible for any failures, downtime, errors, or loss of data caused by third-party service providers, including but not limited to web hosts (e.g., Cloudways), domain registrars (e.g., VentraIP), email providers, advertising platforms (Google Ads), or social media platforms.

1.8. Termination

  • Either party may terminate the agreement with thirty (30) days' written notice.

  • The Client will be liable for payment for all work completed up to the date of termination.

  • Futr Digital may terminate the agreement immediately if the Client breaches these Terms, becomes insolvent, or fails to pay invoices on time.

  • This clause is separate from termination due to project abandonment as outlined in Clause 1.4.

  • Upon termination, all licenses granted will be revoked, and access to services (including hosting) may be suspended. The Client is responsible for securing a copy of their website data before termination.

1.9. Portfolio and Promotion The Client grants Futr Digital a non-exclusive right to display and link to the completed project as part of our portfolio, and to write about the project on websites, in magazine articles, and in books.

1.10. Data Protection & Privacy

  • The Client is solely responsible for compliance with all applicable privacy laws, including the Privacy Act 1988 (Cth), in relation to their website and any data collected from its users.

  • The Client is responsible for creating, maintaining, and displaying a legally compliant Privacy Policy on their website. Futr Digital accepts no liability for the Client's failure to do so.

2. Website Design & Development

2.1. Scope of Work

  • The scope of work will be detailed in the project proposal. Any work falling outside this scope will be considered a "variation" and will be quoted and invoiced separately.

2.2. Revisions and Approval

  • The Client will be given opportunities to review our work and provide feedback. We provide for up to two (2) rounds of reasonable revisions at each key stage (e.g., design concept, development preview).

  • Additional revisions will be charged at our standard hourly rate.

  • Approval of a design or development stage must be given in writing. Once approved, any changes to that stage may incur additional costs.

2.3. Browser Compatibility

  • We test our websites in the latest versions of major browsers including Google Chrome, Mozilla Firefox, and Apple Safari. We do not guarantee compatibility with older or obscure browser versions.

2.4. Mobile Responsiveness

  • All websites will be designed to be responsive and functional on common mobile devices and screen sizes.

2.5. Third-Party Software & Licenses

  • The Client is responsible for the cost of all third-party software, plugins, themes, or other licenses required for the project.

  • Futr Digital is not responsible for the performance, security, or maintenance of third-party software. If a third-party provider ceases to support or update their product, the Client may incur additional costs to find and implement a suitable alternative.

2.6. Project Completion

  • "Completion" is defined as the date on which the website is launched on the Client's primary domain name ("Go-live Date").

  • The Client has a period of fourteen (14) days following the Go-live Date to report any bugs or functional errors. Futr Digital will rectify any such issues that are within the original scope of work at no extra cost. Any change requests or issues reported after this period will be chargeable.

2.7. Website Accessibility

  • Unless explicitly included and costed as a separate item in the project proposal, adherence to specific Web Content Accessibility Guidelines (WCAG) is not guaranteed.

3. Website & eCommerce Management (Retainers)

3.1. Services

  • Management plans include a set number of hours per month for tasks such as WordPress updates, plugin updates, content changes, and general support, as outlined in your specific plan.

  • Unused hours do not roll over to the next month unless explicitly stated in your plan.

  • Tasks requiring more time than allocated in your plan will be quoted separately.

3.2. Security

  • We will take reasonable steps to keep your website secure. However, due to the nature of the internet, we cannot guarantee 100% security. The Client is responsible for maintaining strong passwords and user permissions.

  • In the event of a security breach, we will work to restore the site from a backup, charged at our standard hourly rate unless covered by your specific management plan.

4. Website Hosting, DNS & Domain Management

4.1. Hosting

  • We provide managed hosting services, often through third-party providers like Cloudways. While we manage the hosting environment, we are not liable for downtime, data loss, or other issues caused by the underlying provider.

  • We will perform regular backups of your website. In the event of data loss, we will attempt to restore from the most recent backup. However, we do not guarantee the integrity or availability of backups.

  • The Client agrees not to use the hosting service for any illegal or malicious activities.

4.2. DNS & Domain Name Management

  • Where Futr Digital manages the Client's domain name and/or DNS settings, we will act on the Client's instructions. We are not liable for any loss of service (including website or email) resulting from DNS changes or domain expiry.

  • The Client is ultimately responsible for ensuring their domain name registration is renewed on time. While we may send reminders, the final responsibility lies with the Client.

  • If the Client wishes to transfer their domain or hosting away from Futr Digital, a reasonable administration fee may apply. The Client must ensure all outstanding invoices are paid before any transfer can be initiated.

5. Digital Marketing Services (Google Ads & Social Media)

5.1. No Guarantees

  • Futr Digital makes no guarantee regarding the performance of any advertising campaign or social media strategy. We do not guarantee any specific search engine ranking, number of leads, clicks, or sales.

  • The performance of campaigns is subject to the policies and algorithms of third-party platforms (e.g., Google, Meta), which can change without notice.

5.2. Ad Spend

  • The Client is responsible for paying all advertising costs directly to the advertising platform (e.g., Google, Meta).

  • Our management fee is separate from the ad spend.

5.3. Access to Accounts

  • The Client agrees to provide Futr Digital with administrative access to their advertising and social media accounts as required to perform the Services.

5.4. Content and Moderation

  • While we may create and post content on the Client's behalf, the Client remains legally responsible for all content published on their accounts.

  • The Client is responsible for moderating comments and user-generated content on their social media profiles.

6. Legal Framework

6.1. Australian Consumer Law

  • Our services come with guarantees that cannot be excluded under the Australian Consumer Law. For major failures with the service, you are entitled to cancel your service contract with us and to a refund for the unused portion, or to compensation for its reduced value. You are also entitled to be compensated for any other reasonably foreseeable loss or damage.

6.2. Governing Law

  • This Agreement is governed by the laws of South Australia. The parties irrevocably submit to the exclusive jurisdiction of the courts of South Australia.

6.3. Dispute Resolution

  • If a dispute arises, the parties agree to first attempt to resolve it through direct negotiation. If the dispute is not resolved within thirty (30) days, the parties agree to enter into mediation with a mediator mutually agreed upon, before pursuing any other legal action.

6.4. Changes to these Terms

  • Futr Digital reserves the right to modify these Terms at any time. We will provide you with thirty (30) days' notice of any significant changes. Your continued use of our Services after this period will constitute your acceptance of the revised Terms.

6.5. Force Majeure

  • Neither party shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that party. Such causes include, but are not limited to: power failure, internet service provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the party in question.