Terms and Conditions

1. Definitions

• Webstallion, we, us, our: Webstallion (ABN 42 852 391 887), 159 Epping Road, Macquarie Park NSW 2113.
• Client, you, your: the person or entity engaging Webstallion for a paid project, as identified on the relevant Statement of Work.
• Statement of Work (SOW): the project-specific document we issue (also referred to as a Quote) that names the parties, sets out the deliverables, price, payment schedule, and dates for a specific engagement.
• Services: the work described in the SOW. This may be a website build (Lean, Starter, Growth, Scale), a Shopify build, an SEO engagement, a digital marketing engagement, ongoing maintenance, a Google Business Profile setup, an analytics setup, or any other service we agree to provide.
• Demo: a working prototype or visual representation of the site or asset we will build for you, produced for your review during the demo phase described in section 4.
• Deliverables: the items listed in the Deliverables section of the SOW.
• Deposit: the first payment instalment under the SOW, due after Client acceptance of a demo.
• Final Payment: the balance due after delivery of the Services.
• Terms: these Client Engagement Terms as published at webstallion.com.au/terms-and-conditions/ on the date the SOW is signed.
• ACL: the Australian Consumer Law, set out in Schedule 2 to the Competition and Consumer Act 2010 (Cth).

2. How the engagement forms

A binding engagement between you and Webstallion is formed when the earliest of these things happens:

• you sign the Statement of Work, or
• you pay the deposit invoice we issue under the Statement of Work, or
• you confirm in writing (email is sufficient) that you accept the Statement of Work and want us to start work.

By doing any of the above, you confirm that you have read these Terms and the SOW and that you agree to be bound by both.

If the SOW and these Terms conflict, the SOW prevails on project-specific matters (scope, price, dates, deliverables) and these Terms prevail on general matters (intellectual property, liability, refund, dispute resolution, governing law).

3. Fees and payment

The fee for the engagement is the amount specified in the SOW. All amounts are in Australian Dollars unless otherwise stated. Webstallion is not currently registered for GST, and no GST is charged on invoices. If Webstallion becomes registered for GST, GST will be added and itemised on invoices issued from that point onward.

Payment schedule (standard):

• Discovery and demo phase: no fee. This is Webstallion's investment in the engagement.
• Deposit (50% of total fee): invoiced upon your acceptance of a demo. Payable within 7 days of invoice.
• Final payment (50% of total fee): invoiced upon delivery of the Services. Payable within 7 days of invoice.

The SOW may set a different schedule for specific engagements. If the SOW and these Terms conflict on payment, the SOW prevails.

Late payment. Invoices unpaid after 14 days from the due date may attract interest at 1.5% per month, compounded monthly, until paid in full. We may suspend work on overdue accounts and may decline to release deliverables, login credentials, or files until all outstanding invoices are paid.

Payment method. Bank transfer in Australian Dollars. Bank details appear on the invoice.

4. Intellectual property

During the engagement: Webstallion retains all intellectual property in the work produced. You have a licence to view, review, and provide feedback on the work for the purpose of the engagement.

On full payment of the final invoice: intellectual property in the deliverables transfers to you. You become the outright owner of the source code, written content authored for the project, design files, and other deliverables, with full rights to use, modify, host, copy, transfer, and resell. You may move hosts or developers at any time without our cooperation.

Pre-existing materials. Anything that pre-existed the engagement (your brand assets, your photography, third-party code libraries we incorporated under their own licences, our internal frameworks and patterns developed before this project) is not transferred. You retain pre-existing IP you supplied. We retain pre-existing IP we supplied. Third-party code remains under its own licence.

If the final invoice is not paid in full: intellectual property does not transfer. We retain ownership of the deliverables, including the live or staged site. We may take the site offline. We are not obliged to provide source files, login credentials, content exports, or any other transfer of deliverables until full payment is received.

Portfolio rights. Webstallion may reference the engagement and display the delivered work in our portfolio, case studies, social media, conference talks, and marketing materials. We will not disclose any information you have specifically marked confidential. If you require complete confidentiality of the engagement (no portfolio use of any kind), you must request this in writing before the deposit is paid; we may agree, and may charge an additional fee for that exclusivity.

5. Limitation of liability

Subject to clause 7 (Australian Consumer Law), our total aggregate liability to you arising out of or in connection with the Services or these Terms is capped at the total fee paid by you to us under the relevant SOW.

We are not liable for any indirect, consequential, incidental, special, or punitive loss or damage, including loss of profit, loss of revenue, loss of business opportunity, loss of goodwill, loss of data caused by third-party services or platforms outside our control, or any third-party claim against you that is not the direct result of our breach.

Nothing in these Terms excludes, restricts, or modifies your rights under the Australian Consumer Law or any other rights that cannot be excluded by law.

6. Your indemnities

You agree to indemnify Webstallion against any claim, loss, cost, or damage arising from:

• content, materials, brand assets, or photography you supply to us, where the content infringes a third party's intellectual property, is defamatory, breaches privacy, or breaches advertising or industry regulation,
• claims under industry-specific regulation that applies to your business (including but not limited to AHPRA advertising rules for healthcare practices, Legal Profession Uniform Law for law firms, Tax Practitioners Board rules for tax agents, and similar) where you have not informed us of the rule, and
• your use of the deliverables in a manner outside the scope of the SOW or in breach of these Terms.

If you operate in a regulated industry, you remain responsible for the regulatory compliance of the content you publish. We will design and build to industry-aware patterns where we have specialist knowledge (we maintain working knowledge of AHPRA, TPB, Legal Profession Uniform Law, and similar). We are not your regulatory compliance adviser.

7. Australian Consumer Law

Nothing in these Terms excludes, restricts, or modifies the consumer guarantees, rights, or remedies you may have under the Australian Consumer Law (Schedule 2 to the Competition and Consumer Act 2010 (Cth)) or under any other law, that cannot be lawfully excluded.

Where the Services are supplied to you as a consumer within the meaning of the ACL, our liability for breach of any non-excludable guarantee is, at our option, limited to any one of the remedies available under section 64A of the ACL.

8. Confidentiality

Each party agrees to keep confidential any non-public information about the other party's business, finances, customers, suppliers, internal documents, or operations that it learns during the engagement. Confidential information may be used only for the purpose of performing the engagement.

Confidentiality does not apply to information that is already public, that becomes public through no breach by the receiving party, that the receiving party already knew, or that the receiving party is required to disclose by law.

Confidentiality obligations survive termination of the engagement for a period of three years.

9. Cancellation and refund

Before the deposit is paid: either party may walk away from the engagement at any time during the demo phase. No fee is payable. Webstallion retains the demo work and underlying intellectual property. You retain anything you supplied. Neither party owes the other anything further.

After the deposit is paid - Client cancellation: if you cancel the engagement after the deposit has been paid, then:

• the deposit is retained by Webstallion. The deposit represents fair value for work delivered to you up to the point of cancellation: the discovery, the scope, the demo build that you accepted, and the early build work that began once the deposit was paid. The deposit is not refundable.
• Webstallion is not obliged to deliver any further work, transfer any source code, transfer any login credentials, or hand over any partial work in progress.
• intellectual property does not transfer (see clause 4). The live or staged site, if any, may be taken offline.
• your responsibility to pay the final invoice is discharged - we will not bill the remaining 50%.

This arrangement is offered as a balance between (a) Webstallion's reasonable need to be paid for work it has done and (b) your reasonable need not to be locked into a project you have decided is not the right fit. It does not exclude any non-excludable rights you may have under the Australian Consumer Law (see clause 7); if a court determines that your circumstances entitle you to a different outcome under the ACL, that outcome applies instead of this clause to the extent required by law.

After the deposit is paid - Webstallion cancellation: if Webstallion cancels the engagement after the deposit has been paid (for example, the project becomes unworkable for reasons not caused by you), Webstallion will refund a fair proportion of the deposit based on work not yet delivered, and will provide the partial work completed up to that point in a usable form.

Material breach by either party entitles the non-breaching party to terminate the engagement on 14 days written notice, where the breach is not cured within that 14-day period.

After final acceptance: the engagement is complete. Issues that arise post-acceptance are governed by the warranty clause (clause 9 of the Service Agreement) for the 30 days following acceptance, and otherwise fall under the free 6-month maintenance window included with every build (small updates and fixes, not major new work) or, after that window, a separate maintenance engagement quoted on request.

10. Privacy

Webstallion handles personal information in accordance with the Privacy Act 1988 (Cth) and the Australian Privacy Principles. Our handling of your personal information, your end users' personal information collected via the website we build for you, and our use of third-party services, is described in the Privacy Policy.

If the site we build collects personal information from your end users, you remain the data controller for that information. We are a data processor to the extent of building and (where applicable) maintaining the collection mechanism. You are responsible for your own Privacy Policy, for obtaining any consents required from your end users, and for complying with the Privacy Act in respect of your customers.

11. Force majeure

Neither party is liable for failure or delay in performance caused by events beyond reasonable control, including natural disasters, fire, flood, war, terrorism, civil unrest, government action, pandemic, or extended outage of essential third-party infrastructure. The affected party will notify the other promptly and the timeline will be extended by the duration of the event.

12. Disputes

If a dispute arises out of or in connection with the engagement:

1. the party raising the dispute will give the other party written notice setting out the issue,
2. the parties will discuss the issue in good faith for 14 days from the date of the notice,
3. if the issue is not resolved, the parties will attend mediation, in a single session, with a mediator nominated by the Resolution Institute (formerly LEADR) within 30 days of failed direct discussions, with each party bearing its own costs and the mediator's fee shared equally, and
4. if mediation does not resolve the dispute, either party may then commence proceedings in a court of competent jurisdiction in New South Wales.

Nothing in this clause prevents either party from seeking urgent interlocutory relief (such as an injunction) from a court at any time.

13. Governing law and jurisdiction

These Terms and each SOW are governed by the laws of New South Wales, Australia. The parties submit to the exclusive jurisdiction of the courts of New South Wales.

14. Notices

All notices under these Terms must be in writing and may be given by email to the addresses on the SOW (or to [email protected] in the case of Webstallion). A notice sent by email is taken to have been received at the time it leaves the sender's outbox, subject to evidence to the contrary.

15. Survival and entire agreement

The clauses on intellectual property (4), limitation of liability (5), indemnity (6), confidentiality (8), cancellation and refund (9), privacy (10), disputes (12), and governing law (13) survive termination or completion of the engagement.

These Terms and the SOW form the entire agreement between you and Webstallion in respect of the Services. They replace any prior representations, proposals, or discussions about the same subject matter. Any variation must be in writing and signed by both parties.

16. Updates to these Terms

We may update these Terms from time to time. The version that applies to your engagement is the version published at this URL on the date your SOW is signed. Updates do not apply retroactively to engagements already underway.

17. Contact

For any question about these Terms or an engagement:

Webstallion
ABN 42 852 391 887
[email protected]
+61 422 544 449
159 Epping Road, Macquarie Park NSW 2113