Terms of Engagement

1. How this agreement works

1.1 Your agreement with us is made up of your Quote, these Terms of Engagement, and any Change Order you approve later. Together they are the Agreement. If they disagree, the Quote wins, then a later Change Order, then these Terms.

1.2 Your Quote names the version of these Terms that applies to your job. That version applies for the whole job, even if we publish a newer one afterwards.

1.3 You accept the Agreement by signing or approving the Quote, by paying the deposit, or by asking us in writing to start. Whichever happens first.

1.4 "We", "us" and "our" mean Emerald Websites (Jesse Thomson, ABN 68 410 407 820). "You" means the person or business named on the Quote.

2. What we do, and what you do

2.1 We will supply the services described in your Quote with due care and skill, and keep you informed as we go.

2.2 You will give us the content, images, logins, information and approvals we need, within a reasonable time, and tell us promptly if something is wrong.

2.3 You confirm that anything you give us is accurate, and that you are allowed to use it. If someone claims that material you supplied infringes their rights, you agree to cover the reasonable costs and any damages we incur because of that claim. This does not apply to anything we created or sourced ourselves.

2.4 If we are waiting on you and cannot get on with the work, timelines move by at least the length of the delay. If we are held up for an extended period we may invoice for the work completed to that point.

3. Changes to the work

3.1 Anything not described in your Quote is out of scope. That includes extra pages or screens, extra rounds of revisions beyond the number in your Quote, new features, and redesigns of work already approved.

3.2 If you want something out of scope, we will tell you the price and the effect on the timeline in writing first. We only build it once you approve that in writing. We will never bill you for work you did not approve.

3.3 Small courtesy changes are part of doing business and we will not nickel and dime you over them.

4. Finishing and sign-off

4.1 When the work is ready we will let you know and give you a period stated in your Quote to review it and tell us in writing about anything that does not match the agreed scope.

4.2 We will fix anything that does not match the agreed scope at no charge. Requests that go beyond the agreed scope are handled under clause 3.

4.3 If we do not hear from you within the review period, and we have sent you a reminder, the work is treated as accepted. This lets us close jobs out rather than leaving them open forever. It does not affect clause 5 or your Australian Consumer Law rights.

5. Faults after launch, and paid support

5.1 These are two different things and it is worth knowing which is which.

5.2 The fault-fixing period. For the period stated in your Quote after launch, we will fix genuine faults in what we built at no charge. A fault means something we built does not do what the Agreement said it would.

5.3 Not a fault. Changes of mind, new requests, content updates, problems caused by someone else changing the site, and failures in third party platforms are not faults. We are happy to help with those, either under a plan or as quoted work.

5.4 Paid support. After the fault-fixing period ends, ongoing help is covered by a plan or quoted separately. Plans are described in clause 8.

5.5 Nothing in this clause limits your rights under the Australian Consumer Law, which last longer than any period we state here.

6. Quotes, payment and overdue accounts

6.1 Quotes are fixed for the scope described and are valid for the period shown on the Quote.

6.2 Your Quote sets out the deposit, the payment stages and what triggers each one. Work on a stage begins once the previous stage is paid.

6.3 We are not currently registered for GST, so our prices do not include GST. If we become registered we will tell you in writing before it affects you. If that would increase the total on a Quote you have already accepted, you may cancel the remaining work without penalty and pay only for work completed to that point.

6.4 Invoices are payable by the date on the invoice. If an invoice is overdue we may charge interest on the outstanding amount at a reasonable commercial rate, and we may recover reasonable costs of collection. We will always contact you before doing either.

6.5 If you think an invoice is wrong, tell us within a reasonable time of receiving it and we will work it out with you. Raising a genuine dispute about part of an invoice does not make the rest of it overdue.

6.6 Third party costs such as domains, licences, subscriptions and app store fees are yours to pay. Where we pay them on your behalf we will pass them on at cost.

7. Accounts, logins and handover

7.1 Wherever possible, accounts for your domain, hosting, payment processing, app store listings and CRM are set up in your name, with us given access to manage them. This is deliberate. It means the business is yours, you can never be locked out, and you can move to someone else without our permission.

7.2 Where an account has to sit in our name for a period, we will tell you, and we will transfer it to you on request.

7.3 At the end of a project or a plan we will give you the logins, files and exports you need to keep running, once your account is up to date.

8. Ongoing plans

8.1 Hosting, CRM and care plans are described, and priced, in your plan Quote. That Quote sets the term, what is included, any monthly allowance and what happens if you go over it.

8.2 Plans are billed in advance. Either of us may end a plan by giving the notice period stated in the plan Quote. We will not charge you a penalty for leaving.

8.3 If we increase a plan price, we will give you at least 30 days written notice. You may decline the increase and end the plan before it takes effect, without penalty.

8.4 A plan keeps your site or system hosted, secure, backed up and updated, and gives you a real person to contact. It is not an unlimited work agreement.

8.5 If a plan ends, hosting and the maintenance that goes with it stop. We will give you your data and reasonable help to move.

9. Things worth knowing before we start

9.1 Third party platforms. Your project may rely on services we do not control, such as hosting networks, Google, Meta, Apple, payment processors and CRM platforms. We choose them carefully and configure them properly, but we cannot be responsible for their outages, price rises, policy changes or decisions to discontinue a feature.

9.2 App stores. Apple and Google decide what goes in their stores. We build to their guidelines and manage the submission, but we cannot guarantee approval or how long review takes.

9.3 Search rankings and marketing. We apply current best practice and we measure what we can. We cannot guarantee rankings, traffic, leads, sales or advertising performance, because we do not control search engines, competitors or the market. Where we quote figures we have achieved for other clients, they are examples of past results, not a promise of yours.

9.4 Tools that help you make business decisions. Some of what we build performs calculations that inform commercial decisions, for example pricing, costing or valuation tools. These are decision aids built to the rules, rates and assumptions you or your industry supply. They are not financial, trading, veterinary or professional advice. Outputs should be checked against your own records and professional advisers before you rely on them to transact. You are responsible for confirming that the rules and assumptions we implement are correct, and for telling us when they change.

9.5 How we build. We use modern tooling, including AI-assisted development, alongside our own review and testing. However it is produced, we are responsible for the work we deliver and it is checked before it reaches you.

9.6 Accessibility. Where your Quote says we will build to a specific accessibility standard, we will test against it and give you the results. Accessibility can be affected by content added later, so keeping it is an ongoing job, not a one-off.

10. Who owns what

10.1 What you own. Once you have paid in full, you own the content, branding, design and custom work we created specifically for you. We will sign whatever is reasonably needed to make that stick.

10.2 What we keep. We bring existing tools to every job: design systems and component libraries, code templates and scaffolds, build and testing scripts, our methods, and calculation and modelling engines. We built these before your job or independently of it, and we keep owning them. We also keep the right to use the general skills and experience we gain.

10.3 Your licence to keep using them. Where those tools of ours are built into your project, you get a permanent, worldwide, irrevocable, fee-free licence to use, run and modify them as part of your project, for as long as you like. You can hand that licence to another developer to maintain or improve your project for you. The only thing you cannot do is strip them out and sell or distribute them on their own.

10.4 In practice this means you are never locked in. You can take your project elsewhere at any time and it keeps working.

10.5 Other people's material. Fonts, plugins, stock images, libraries and similar remain owned by their owners and come with their own licence terms. If a licence cannot be transferred to you, we will tell you.

11. Confidentiality, privacy and your customers' data

11.1 We keep your confidential information confidential, and you do the same for ours.

11.2 Where we handle personal information belonging to your customers, we handle it only to provide the services, we apply reasonable security, and we will tell you promptly if we become aware of a data breach affecting it so you can meet your own obligations.

11.3 You are responsible for how personal information is collected and used in your business, including consent, and for meeting the Privacy Act 1988 and the Spam Act 2003 when you send marketing. We can advise, but the marketing you send is yours.

11.4 Where a government, health or NDIS contract imposes specific data handling obligations, we will agree those separately in writing and they override this clause.

11.5 How we handle personal information generally is set out in our Privacy Policy.

12. Portfolio and case studies

12.1 We would like to show your project in our portfolio, in case studies and in marketing. We will only do that if you have given us permission in writing. We usually ask at handover, once you can see the finished result. If you have not given permission, we will not publish it.

12.2 We will never publish your customers' personal information. Screenshots of any system holding personal information use dummy or de-identified data.

12.3 You can ask us to take your project down at any time and we will, within a reasonable time.

12.4 We will not publish confidential commercial figures without your written approval.

13. Your rights under the Australian Consumer Law

13.1 Nothing in this Agreement excludes, restricts or changes any right or remedy you have under the Australian Consumer Law or any other law, where that right cannot lawfully be excluded. If anything here conflicts with those rights, those rights win.

13.2 Among other things, the Australian Consumer Law guarantees that our services are supplied with due care and skill, are reasonably fit for a purpose you told us about, and are supplied within a reasonable time. Those guarantees apply and we are not trying to avoid them.

13.3 Where our services are not of a kind ordinarily bought for personal, domestic or household use, and to the extent section 64A of the Australian Consumer Law allows, our liability for failing to meet a consumer guarantee is limited, at our option, to supplying the services again or paying the cost of having them supplied again. This does not apply where it would not be fair or reasonable for us to rely on it.

14. Limitation of liability

14.1 This clause is subject to clause 13 and never reduces a right that cannot lawfully be reduced.

14.2 Neither of us is liable to the other for loss of profit, loss of revenue, loss of anticipated savings, loss of business opportunity, or loss of goodwill, whether direct or indirect. This applies equally to both of us.

14.3 Except as set out in clause 14.4, each party's total liability to the other for everything connected with the Agreement is limited to the greater of the total fees you have paid us under the Agreement, and any amount we actually recover under an insurance policy for that claim. Where the claim relates to an ongoing plan rather than a project, the fees counted are those paid in the 12 months before the claim.

14.4 Nothing in this clause limits liability for fraud or deliberate misconduct, death or personal injury, your obligation to pay fees, our own negligence causing loss or corruption of your data, or anything that cannot lawfully be limited.

14.5 Each of us must take reasonable steps to keep our own losses down.

15. Pausing or ending the work

15.1 You may end a project at any time by telling us in writing. You pay for work completed and costs already committed up to that point, and nothing more. Deposits and stage payments already made are applied against that amount, and if there is money left over we refund it.

15.2 We may pause work if an invoice remains unpaid after we have given you written notice and a reasonable chance to fix it, or if we are waiting on you for an extended period. We will tell you before we pause anything.

15.3 Either of us may end the Agreement if the other seriously breaches it and does not fix the breach within 14 days of written notice.

15.4 We may suspend or end services if they are being used unlawfully, or in a way that creates a genuine legal or security risk. We will tell you why, and give you a chance to fix it unless the risk makes that unsafe.

15.5 Ending the Agreement does not affect anything either of us already owes, or any clause that is meant to continue.

16. Events outside our control

16.1 Neither of us is responsible for failing to meet an obligation because of something genuinely outside our reasonable control, including natural disaster, extended outage of essential infrastructure, or serious illness. The affected party will tell the other as soon as practicable and both will act reasonably. This does not excuse paying money already owed.

17. If we disagree

17.1 If something goes wrong, tell us. Most problems are solved with a phone call.

17.2 If that does not resolve it, either of us may give the other written notice setting out the issue, and we will genuinely try to sort it out within 14 days before starting proceedings. This does not stop either of us seeking urgent relief from a court, and it does not affect your right to go to a regulator, an ombudsman or a tribunal at any time.

18. General

18.1 The Agreement is governed by the law of Queensland, Australia, and the courts of Queensland have jurisdiction. This does not affect any right you have to bring a claim where you live.

18.2 The Agreement is the whole agreement between us about the work. This does not limit any liability either of us has for a misleading statement made before the Agreement.

18.3 If part of the Agreement is unenforceable, it is removed and the rest continues.

18.4 Neither of us may transfer the Agreement to someone else without the other's written consent, which will not be unreasonably withheld.

18.5 A delay in enforcing a right is not a waiver of it.

18.6 Notices may be given by email to the addresses on the Quote.

19. Contact

Emerald Websites (Jesse Thomson), ABN 68 410 407 820, Emerald QLD.

Email info@emeraldwebsites.com.au or call 0408 799 373.

Version v2.0, effective 27 July 2026. Superseded versions are kept on file. Your Quote names the version that applies to your job.