Terms of Service

By supply of a purchase order to Experia Digital you are agreeing to the following Terms & Conditions:


The full text:                                                                                        ... and in plain English:

Consulting Services
  1. Experia Digital will provide consulting services to its clients ("the Client") relating to the creation or modification of design, marketing and Internet assets.  The specific nature of the services ("the Services") to be provided by Experia Digital will be as specified in the project proposal ("the Proposal").

    The basis of our partnership is for us to help you with design & marketing, and we'll always give you a guaranteed, written quote.

  2. Subject to confidentiality agreements and any other lawful restraint imposed upon it by any other party, Experia Digital will make available to the Client all knowledge, information and expertise in its possession in performing the Services.

    We share what we know - you get the full benefit of our experience.

  3. If the Client wishes Experia Digital to perform any services other than those specified in the Proposal (including without limitation to provide any additional functionality) or to provide further or other products or software, then Experia Digital shall be entitled to quote the Client separately for the provision of those services or the provision of those products or software. If the Client accepts that quotation then the provisions of this Agreement will apply to the provision of those additional services, products or software.

    To keep things clear and upfront we'll quote any new tasks separately.

  4. Unless otherwise agreed in writing by the parties, the term of this Agreement will commence on the ‘project commencement’ date specified in the Proposal’s project schedule. Products

    We're yours for assistance and advice once we've signed all the paperwork.

  5. Experia Digital may also supply the Client with Products (as ordered by Client and agreed by Experia Digital) from time to time.  In the context of this Agreement, "Products" means any hardware and/or third party software provided to the Client by or on behalf of Experia Digital pursuant to this Agreement. Payments

    Some of the products and services we help you with may be sourced from a third-party.

  6. Experia Digital will be entitled to invoice the Client on an interim basis for prepayment of project stages, progress payments for any Services performed or payments for Products supplied during any earlier period which has not previously been invoiced, together with such expenses as the Client is required to reimburse Experia Digital.  Such invoices shall contain such information and detail as the Client may reasonably need to account for the Services and Products reasonably prescribed by the Client.

    We send out invoices regularly and will always itemise any work we've done for you.

  7. All invoices rendered by Experia Digital are payable within fourteen (14) days from the date of invoice.  The Client agrees to pay Experia Digital in full within this time period.

    Please pay any invoices within 14 days of receipt.

  8. If the Client fails to pay any invoice by the due date for payment, then without prejudice to Experia Digital's rights under this Agreement, the Client shall also pay Experia Digital interest on the outstanding amount at the rate of 2% per month or part thereof, or a late payment fee of $25, whichever is the greater amount.

    Late fees are calculated as 2% per month of the amount owing.

  9. Unless specifically stated as a fixed price quote, any cost estimates that are or have been given by Experia Digital are estimates only.  Actual time spent and Products supplied may be used as the basis for billing.  

    While we try and be accurate, estimates are only estimates.

  10. For projects invoiced in multiple stages, Experia Digital requires an upfront deposit of the ‘engagement fee’ amount specified in the payment schedule of the Proposal before work will begin. 

    Payment of the upfront fee starts the project.

  11. Progress payment invoices may be presented by Experia Digital upon reaching set milestones as specified in the Proposal’s project schedule.

    For some projects we may invoice in stages rather than for completed individual work tasks.

  12. Our preferred method of payment is credit or debit card, however cheques and bank transfers are accepted. If paying by bank transfer, please send us a copy of your transaction receipt. Cheques are to be made payable to Experia Digital Pty Ltd 

    We prefer payment via credit or debit card.

  13. Experia Digital reserves the right to make progress claims of up to 100% of the remaining quoted value if the project completion is delayed by the client.

    In some cases we might invoice for the remaining balance of the agreed project fee.

  14. Experia Digital will notify the Client when work on a project has been halted due to outstanding Invoice payments.

    We'll always keep you up to date with what is happening.

  15. Payments not completed within 30 days from the invoice date will incur additional costs for debt recovery. Legal costs to recover outstanding invoice amounts will be passed onto the client.

    Unpaid accounts will be forwarded to a collection agency.

  16. Experia Digital is entitled to list any defaulted payment(s) with relevant credit reference organisations, which you acknowledge may affect your credit rating. Client Account & Reporting

    Non-payment might be reflected on your credit rating with a credit agency.

  17. The Client shall make its employees (specified in the Proposal or such other person as the Client shall nominate in writing) (the "Client Contact") available to meet with Experia Digital when reasonably required by Experia Digital for the purposes of discussing the status of the Services. 

    We work best in partnership with you, so need you to be available for occasional project meetings.

  18. Experia Digital will meet regularly with the Client Contact (by remote communication facility if necessary) and report to the Client on the status of the Services.

    We'll keep you reliably informed of our progress on your project, either in meetings, by phone, by email or by Skype.

  19. The Client agrees to keep Experia Digital informed of changes to contact details. Client provided content

    It's really important that you keep us informed if you change contact details. In situations like domain registrations it is a legal requirement of your domain licence.

  20. Experia Digital will supply instructions on the correct formats for providing your material in a document titled “Web Content Guidelines”.

    We've got a helpful document that explains how to best provide project materials to us.

  21. All material supplied by client for the project (text, mailing lists, images, etc) must be done so in compliance with the provided Web Content Guidelines document, including but not limited to: well formatted and copy-edited, of reasonable resolution, clearly labelled, file names must be logical and consistent. Experia Digital reserves the right to charge additional fees at $175/hour unless such copy-editing/writing, image re-sizing, or file management for the specific material is explicitly itemized in quote/proposal. 

    If your content is a bit of a mess, we'll need to fix it up for you.

  22. Failure to deliver content, requirements, decisions, feedback or sign-off in a timely manner will delay the schedule and final delivery date. While we’ll try and catch up, we also can’t promise that we’ll be solely available to you for work more than 10% outside the schedule dates included in this proposal. Copyright

    It's important you help us stay on schedule by completing your todo tasks on time.

  23. Experia Digital retains rights to be identified as the author and copyright holder of this work, but rights for use of design, layout, graphics, text and HTML may be licensed to the client after final payment and upon written request. Full transfer of copyright is only made upon written request and may require negotiations and additional fees.

    By us doing the work for you, and you paying us for it, it's understood we provide a licence for you to use the things we produce for your project. 

  24. The client will obtain all the necessary permission and authorities in respect to the use of all copy, graphic images, registered company logos, names and trademarks or any other supplied material to be viewed on the site.  Evidence of permission and authorities may be requested by Experia Digital.  

    Getting permission for things used in your project is your responsibility.

  25. The client agrees to indemnify and hold harmless Experia Digital from any loss, expense and damages arising out of violation of copyright or trademark laws from the illegal use of material supplied by/to the client.

    You agree we're not responsible if you allow a breach of copyright.

  26. Experia Digital grants the purchaser a single use licence for the use of any software for the quoted system, unless explicitly specified otherwise. 

    You can't use the same software for other projects without permission.

  27. All data, client listings, images and design concepts remain the confidential property of the client for their exclusive use.

    We'll respect your privacy and copyright for any materials you contribute to the project.

  28. Project material published before the balance of project fees is received may infringe copyright.

    You need to pay us in full before you can use any of our work.

  29. Unless otherwise agreed in writing by Experia Digital, the copyright and all other rights relating to any software provided to the Client by or on behalf of Experia Digital pursuant to this Agreement (the "Intellectual Property") will remain the property of Experia Digital or where applicable its licensors.  

    You're not buying the copyright for the software, you're being given access to use it.

  30. Upon payment in full for the Services provided by or on behalf of Experia Digital pursuant to this Agreement, Experia Digital grants the Client a non-exclusive and non-transferable perpetual license to use the Intellectual Property for the Client's own business purposes, and in the case of the third party software, will obtain a sub-license in favor of the Client in similar terms.

    We give you permission to use the materials we produce for you.

  31. Experia Digital warrants to the Client that to the best of its knowledge, it has the right to grant the licenses referred to in this Agreement, and the use by the Client of any software or material provided by Experia Digital will not infringe the rights of any third party.

    We've checked that we have the right to use certain software, text or stock photos that we ourselves source for your project.

  32. Experia Digital also grants the Client the right to copy the Intellectual Property for the purposes of staff and subcontractor education and system backups.  However, the Client must not copy any of the Intellectual Property for any other purposes.

    You can copy materials for internal use or backups, but thats all.

  33. The Client must not de-compile, disassemble, decrypt, extract or otherwise reverse engineer any part of any software that is provided to the Client by Experia Digital without Experia Digital's prior written consent.

    Please don't exploit the software we've provided you with for purposes other than it was intended for.

  34. The Client must hold any software (in source and/or in object code) and other materials provided to the Client by Experia Digital confidential.  The Client must not disclose any of those materials to any third party without Experia Digital's prior written consent.  The Client must also take all reasonable steps within its power to protect the Intellectual Property of Experia Digital. Consulting Rates and Out of Scope Expenses

    Please don't share our intellectual property, or give away any insider secrets we impart to you.

  35. Experia Digital will provide Services to the Client and will be entitled to charge the Client for such Services at the rates quoted.

    Our standard rate is $175/hour.

  36. Experia Digital shall be entitled to provide the Services remotely from its own premises and will not be required to attend the Client’s premises.  If Experia Digital is required to attend the Client’s premises for any reason pursuant to this Agreement, the Client will reimburse Experia Digital for reasonable travelling time, transport and/or accommodation expenses incurred by Experia Digital in doing so.  However this does not include transport or accommodation expenses where the Client’s premises are located within 25kms of Melbourne’s Central Business District, Victoria, Australia.

    We work from our own offices. If you need us to travel more than 25km to see you, we'll need to invoice for reasonable time and travel costs.

  37. The Client will also reimburse Experia Digital for all expenses incurred by Experia Digital on the Client's behalf or in carrying out its obligations under this Agreement.

    If we buy stuff on your behalf, such as domains, software or third party materials you agree to pay us back.

  38. The Client will pay Experia Digital for the cost of any Products (including any licensing that Experia Digital is required to pay to obtain a sub-license in favor of the Client for any third party software) together with Experia Digital's own charge that it levies for handling and/or obtaining any relevant sub-licenses.

    If we buy stock photos, software or other third-party resources for your project, we'll pass on the costs to you.

  39. Experia Digital reserves the right to invoice for consultancy or troubleshooting phone calls beyond 15 minutes in duration. 

    Long phone calls count as consulting advice.

  40. Time spent during site visits and transport to site visits will be invoiced at an hourly rate unless these visits are specifically itemised in the scope of the project.

    Working on site (and travelling more than 25km) counts as work.

  41. All authors’ corrections, changes to specifications and alterations to specified functions and deliverables will be charged as additional work outside this contract. 

    If you change your mind about things after the work has been done, we'll need to redo it.

  42. Additional work outside the scope of the deliverables and on-going support will be charged at Experia Digital’s standard rate of $175 per hour and delivered during standard work hours. Further costs will apply for urgent out-of-hours, weekends or holiday work. Additional work will be billed at the discretion of Experia Digital.

    Extra work will always need extra work hours. Also, if the extra time is out-of-hours additional penalty wage rates apply.

  43. Unless explicitly specified in writing, all ongoing website maintenance, new accounts or settings, training or on-site support will be billed separately from project development proposals.

    After your website is completed, other ongoing work is invoiced separately.

  44. Reverting to stages of work prior to the most recently approved milestone may attract additional charges. Permission to Access

    Revisiting project decisions after you've already approved them might mean we need to redo some work.

  45. The Client authorizes Experia Digital to obtain access to the Client’s computing facilities referred to in the Schedule (the "Facilities") using the remote means of access referred to in the Schedule ("Means of Access") and subject to any Restrictions on Access set out in the Schedule, for the purposes of providing the Client with Services.

    You give us permission to access your computers and web-servers for the purpose of setting up and maintaining our services to you.

  46. Experia Digital will not use the Means of Access (or any other methods of remote access) to access the Facilities for any purpose other than to provide the Services.  However, Experia Digital shall be permitted to gain remote access to the Facilities for lawful purposes using any publicly available means (such as the World Wide Web), which do not require special authorization.

    We'll only use your computers and web-servers for work related to your agreement with us.

  47. Experia Digital will take the following steps to ensure the security of the Facilities (insofar as the use of Experia Digital's systems and the Means of Access are concerned):

    • ensuring that no passwords are stored in easily recognizable form on Experia Digital's own systems in circumstances where a breach of Experia Digital's own internal security may reveal them;

    • ensuring that only those employees and contractors of Experia Digital who are required to access the Facilities using Experia Digital's systems and the Means of Access are able to do so;

    • ensuring that the Facilities are not capable of being accessed by a system or user, which transits Experia Digital's own systems, except as permitted by this Agreement.

    We keep any passwords and access details safe.

  48. The Client indemnifies Experia Digital against any loss or damage arising directly or indirectly from any unauthorized use of the Facilities to which Experia Digital has been granted remote access, provided that such unauthorized use has not arisen as the result of any material breach by Experia Digital of its own obligations under this Agreement. Limitation of liability

    If a breach occurs on servers we have access to, but its not our fault, we are not liable.

  49. Unless otherwise expressly provided, Experia Digital shall not be liable or responsible for any loss, damage, injury to property or persons (including but not limited to loss of profit, production, raw materials, end products or loss of use of Web Site, Intranet, Site Updater Module or Equipment or other direct, indirect, special, consequential or incidental damages) resulting from, arising out of or in connection with the construction, acquisition, delivery, installation, commissioning, testing, use or possession of the Web Site or the supply of any Services by Experia Digital irrespective of whether such loss, damage or injury is claimed in contract or tort or under statute or  otherwise. 

    We are not liable for loss or damages to your business arising out of the work we deliver to you.

  50. Experia Digital will not be responsible for changes or errors resulting from changes made by anyone other than Experia Digital or an authorized agent.

    We're not responsible if someone else fiddles with your website and breaks it.

  51. All work will be developed using the version of appropriate software most recently available at the commencement of work, unless otherwise specified. 

    By default we'll always use the most recent versions of software.

  52. Except for express undertakings to indemnify and any warranties set out in this Agreement:

    • To the extent permitted by the law, Experia Digital expressly excludes all conditions and warranties whether express or implied.

    • Notwithstanding any other provision in this Agreement, in no event will Experia Digital be liable to any party including the Client for any indirect, punitive, special, incidental or consequential damage in connection with or arising out of this Agreement (including for loss of profits, use, data, or other economic advantage), however it arises, whether for breach of this Agreement or in tort, and even if Experia Digital has been previously advised of the possibility of such damage.  Further, liability for such damages shall be excluded, even if inclusive remedies provided hereunder fail their essential purpose.  The Client will indemnify Experia Digital and keep it indemnified from and against any claims by any third party for or in respect of such damages.

  53. Certain provisions relating to the trading of goods and services and other statutes, rules and regulations in Australia may imply certain non-excludable warranties or conditions.  To the extent that they are not permitted to be excluded, Experia Digital's liability for breach of such conditions or warranties and the Client's sole and exclusive remedy in relation to such breaches shall be limited to:

    • in the case of Products or software or other goods supplied by Experia Digital, at Experia Digital's option: 

      • the replacement or repair of those Products or software or goods, or the supply of equivalent goods; or 

      • the payment of the cost of replacing or repairing the Products or software or goods or of acquiring equivalent goods; and/or

    • in the case of Services, at Experia Digital's option:

      • supplying the Services again; or 

      • the payment of the cost of having the Services supplied again.


    Under our warranty, if something doesn't work we'll fix it. If it's broken we'll replace it.

  54. The Client is solely responsible for the proper backup and protection of all of its software and data, as well as the implementation and maintenance of firewalls and security measures (including proper virus control) in relation to the Facilities. High Risk Activities

    You are responsible for data backups, unless specified otherwise.

  55. None of the software or the Products provided pursuant to this Agreement is designed or intended to be fault-tolerant or designed or intended for use as or for use where their failure or malfunction could lead to death, personal injury, or economic, physical or environmental damage ("High Risk Activities").  The term "High Risk Activities" includes but is not limited to on-line control equipment in hazardous environments requiring fail-safe performance (such as in the operation of nuclear facilities, aircraft navigation or communications systems, air traffic control, direct life support machines, weapons systems, banking or financial control or reporting systems, or security systems). The Client warrants that it will not use, distribute or resell any of the Products or the software for any High Risk Activities and that it will ensure that permitted end-users of such Products or software are provided with a notice in the form set out in this Clause.  The Client will indemnify Experia Digital for any loss, cost, damage or third party claim arising from the Client's use of any of the Products in High Risk Activities or from any breach by the Client of this clause. Assurance of quality

    Please do not use any of our systems for life-support as they are not intended to be 100% failsafe.

  56. Experia Digital will provide a reasonable level of ongoing support (with a response time normally within 24 hours) in relation to the work it undertakes. Support staff can be contacted using the specified support email address, fax and telephone numbers (during business hours). 

    We provide prompt responses when you need support.

  57. Experia Digital will be responsible for errors within the contracted specifications. Experia Digital will not be responsible for errors after the work has been completed and approved. Also Experia Digital cannot be held responsible for faults and errors arising from work done by third parties outside the scope of this Agreement. 

    We will deliver what we promise, and aren't responsible for other peoples mistakes.

  58. It is the client’s ultimate responsibility to thoroughly review the work in progress and final product or service before approving it. Experia Digital will do its best to identify and eliminate any content-related errors and omissions. However Experia Digital is not responsible should any error or omission go undetected and become a part of the final materials. Confidentiality

    You have final approval on any work done.

  59. Experia Digital will not disclose to any third party or use other than for the purposes of this Agreement any knowledge or information imparted to or obtained by it during or in connection with the fulfillment of this Agreement which is of a secret or confidential nature relating to the business, equipment, processes relating to the equipment, the products, services, process or business strategies offered or employed by the Client.  This obligation of confidence will cease to apply in relation to information that Experia Digital is required to disclose by any law, or which becomes part of the public domain other than as the result of a breach by Experia Digital of its obligations of confidence under this Agreement. Assistance & Facilities

    We keep your information confidential.

  60. The Client will provide Experia Digital with all reasonable assistance and facilities free of charge (including without limitation of the Means of Access and the other Items referred to in the Schedule, office facilities, and liaison with the necessary officers and employees of the Client) in order to permit Experia Digital to efficiently provide the Services. No Poaching

    You can't charge us money for us helping you.

  61. The Client undertakes to Experia Digital that it will not for a period of two years from the termination of this Agreement entice away or endeavor to entice away from Experia Digital any employee of Experia Digital.  The Client acknowledges that the prohibition and restriction contained in this clause are reasonable in the circumstances and necessary to protect the business of Experia Digital. Agreement Non-exclusive

    You can't poach our workers for 2 years after ending an agreement.

  62. The Client acknowledges that Experia Digital is providing Services to the Client on a non exclusive basis and that Experia Digital may provide services of the same or a similar nature as the Services to any other party. Termination

    Our business helps many clients.

  63. Cancellation must be made in writing before commencement of the next project milestone. Deposits and upfront payments will not be refunded for cancellation. Un-invoiced work up to the date of cancellation will be payable. Rights to any development work by Experia Digital, including content material not supplied by the client, will be retained by Experia Digital.

    Cancellations need to be more formal than just a phone call.

  64. This Agreement may be terminated in the following circumstances:

    • By either party by giving the other party thirty (30) days notice in writing to that effect;

    • Immediately by Experia Digital by notice in writing if the Client fails to remedy a breach of this Agreement (including any provision as to payment) within fourteen (14) days of receipt of a notice from Experia Digital of such breach requiring it to do so; or

    • By either party immediately by notice in writing if the other party takes any corporate action or other steps are taken or legal proceedings are started (and are not withdrawn, discontinued or struck out within twenty-one days) for its winding up, liquidation or dissolution (other than for the purposes of reconstruction) or the appointment of an administrator, receiver, receiver and manager, official manager, Liquidator, provisional Liquidator, trustee or similar office of it or of any or all of its revenues and assets ("Insolvency Event"), and such Insolvency Event remains in existence in respect of such party as the time of service of the Notice.

    The agreement can end by; a) you giving us 30 days notice in writing, b) you not responding to invoices or requests within 14 days, or c) if either party goes bankrupt.

  65. On termination of this Agreement however occurring, all moneys unpaid by the Client pursuant to this Agreement will immediately become due and payable.  If such moneys remain unpaid for a period of thirty days then (without prejudice to any other rights that Experia Digital may have for breach of this Agreement or otherwise) Experia Digital will be entitled to retake possession of the Products and to disable any software provided pursuant to this Agreement (including by remote means).

    If this agreement is terminated you still need to pay any invoices issued. If you don't pay, we get to take our stuff back and disable any services provided.

  66. Both parties obligations as stipulated by this Agreement, including any obligations to indemnify or not hold liable, to respect confidentiality and intellectual property, or avoid high risk uses of the deliverables, shall survive the termination of this Agreement for whatever reason. Disputes & Arbitration

    You still need to respect confidentiality, intellectual property and legal obligations even if this agreement is terminated.

  67. Disputes will be submitted to binding arbitration, limited to amounts exceeding the limit for small claims. General

    As an alternative to court formalities and expenses, the parties will first submit their positions to a neutral arbitrator for binding resolution.

  68. Any notice required or contemplated by this Agreement shall be deemed to have been duly given if it is in writing, properly addressed and delivered personally or mailed by registered or certified mail, postage prepaid addressed or by fax or electronic mail to the Client or Experia Digital at the address set out in the Schedule or this Agreement or such other address nominated by a party in writing.

    Notice needs to be given in writing, addressed clearly using agreed contact details and sent by registered post, fax or email.

  69. The Client may not assign any of its obligations under this Agreement without the prior written consent of Experia Digital.  However Experia Digital may arrange for subcontractors to perform any of Experia Digital's obligations under this Agreement.

    We're making this agreement with you (not the person who buys your business, or the person you pay to do something for you). However, we might engage specialists to help us complete our obligations to you.

  70. Experia Digital will not be liable to the Client or to any third party for any non-performance or delay in the performance of its obligations under this Agreement, if events or conditions beyond its reasonable control cause the non-performance or delay and Experia Digital gives the Client prompt notice thereof.  In no event will this provision affect Client's obligation to make payments to Experia Digital under this Agreement except in respect of Services that are unable to be performed by Experia Digital, until they can be performed.

    If something out of our control happens and we let you know about it, we're not legally liable if the project is affected, and it doesn't mean you don't have to pay.

  71. A failure, delay, relaxation or indulgence by either Party in exercising any right, power or privilege conferred on the Party by this Agreement shall not operate as a waiver of the power or right. A single or partial exercise of any right, power or privilege hereunder does not preclude the further exercise of the same right or the exercise of any other right hereunder. A waiver of a breach does not operate as a waiver of any other breach.

    If someone doesn't complain it doesn't mean they give permission.

  72. If any part of this Agreement is held by a court of competent jurisdiction to be invalid, then;

    • Where the offending provision can be read down so as to give it a valid and enforceable operation of a partial nature it must be read down to the extent necessary to achieve that result; and

    • In any case the offending provision must be severed from this Agreement the remainder of this Agreement shall continue in full force and effect unless such reading down or severance affects the basic nature of this Agreement.

    This agreement isn't made wholly invalid if things aren't explained clearly or if a particular clause is unlawful.

  73. This Agreement shall be governed by and must be construed in accordance with the laws of Victoria, Australia and the Client irrevocably submits to the non-exclusive jurisdiction of the courts of that State.

    For the purposes of this agreement we're working under the laws of the state of Victoria.


Last modified by Luke Chambers on Jul 2, 02:12 PM

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