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SXDA PTY LTD (Trading as Northbase) – Terms and Conditions

Effective Date: 30 December 2024
Updated Date: 7 April 2025

These Terms and Conditions (“Terms”) govern the provision of services by SXDA Pty Ltd trading as Northbase (“we,” “our,” or “us”). By engaging our services, you (“the Client,” “you,” or “your”) agree to these Terms. If you have any questions, please contact us at [email protected].

1. Definitions

  • Services: Includes website design, development, maintenance, hosting, application development, software development, search engine optimisation (SEO), AdWords or related digital advertising services, graphic design, branding, print broking, domain name registration, DNS management, and related consulting or support services.
  • Quotation: An offer provided verbally or in writing, outlining the scope of services and pricing.
  • Contract: The agreement formed upon acceptance of a Quotation.
  • Intellectual Property (IP): All IP created as part of our services, excluding pre-existing IP or open-source elements.
  • Overdue Amount: Any invoice not paid within 15 days of the issue date.
  • Third Parties: External service providers or subcontractors engaged by us to deliver aspects of the services, including hosting providers, cloud services, printing companies, and advertising platforms.

2. General Terms

  • By engaging our services, you acknowledge and agree to these Terms.
  • These Terms apply to all transactions with us unless varied in writing and agreed upon by both parties.
  • Any additional agreements or assurances outside these Terms are not binding unless confirmed in writing.
  • These Terms will not be construed adversely against us solely because we drafted them.

3. Quotations and Acceptance

  • Quotations are valid for 30 days from the date of issue unless otherwise specified.
  • Acceptance of a Quotation can be made via:
    • Written or verbal confirmation.
    • Payment of part or all of the quoted amount.
    • Actions that imply acceptance, such as providing project materials or instructions.
  • Upon acceptance, the Quotation and these Terms form a binding Contract.

4. Payment Terms

  • Invoices must be paid within 15 days of the issue date unless otherwise agreed in writing.
  • Monthly services (e.g., hosting, SEO, maintenance) will be invoiced on or around the 1st of each calendar month.
  • Late payment of invoices may result in suspension of services and legal action to recover outstanding amounts, including any associated legal fees.
  • Refunds will only be provided if services are not delivered in a manner consistent with industry standards and after a written request is made.
  • You remain responsible for all costs incurred up to the point of termination, including third-party fees, whether or not the project is completed.

5. Service Delivery

  • While we strive to deliver services within agreed timelines, delivery times are estimates and not guaranteed.
  • Delays caused by changes to project scope, incomplete client information, or circumstances beyond our control will not result in penalties or liability on our part.
  • We are not responsible for any actions, decisions, or commitments made by you based on estimated delivery dates.

6. Post-Launch Support

  • For fixed-price website projects where the Client is not on an ongoing maintenance plan with Northbase, a post-launch support period of 3 months will apply from the date of launch. During this time, Northbase will correct any bugs or issues that arise which relate to the original agreed scope of the project.

  • After this 3-month period, any additional support, bug fixes, or changes will be considered out of scope and may be billed at Northbase’s standard hourly rate unless covered by a separate support or maintenance agreement.

7. SEO Services

  • SEO results are influenced by search engine algorithms, competition, and external factors beyond our control.
  • We do not guarantee first-page rankings or specific search engine results.
  • Ongoing SEO efforts (technical optimisation, content updates, and link building) are required to maintain and improve rankings.
  • Any delays in implementation or failure to follow our SEO recommendations may impact results and are the client’s responsibility.
  • SEO services do not include copywriting unless explicitly stated. Additional content creation services are available upon request.

8. Digital Advertising (AdWords, Facebook & Instagram Ads)

  • Ad performance depends on platform algorithms, audience behavior, competition, and budget allocation.
  • We do not guarantee ad performance, click-through rates, conversions, or return on ad spend (ROAS).
  • The client is responsible for setting and funding ad budgets. We manage ads based on the allocated spend but do not control platform pricing fluctuations.
  • Ad accounts and campaigns remain the property of the client unless otherwise agreed.

9. Hosting & DNS Management

  • Hosting services rely on third-party providers, and we are not liable for downtime, data loss, or performance issues.
  • We recommend clients maintain regular website backups. While we take security precautions, we are not responsible for hacking, malware, or cyberattacks.
  • DNS management is provided as a convenience. Incorrect configurations or domain issues outside our control are the client’s responsibility.

10. Custom Software & Application Development

  • Custom development projects are scoped based on agreed specifications. Any changes outside the agreed scope may result in additional costs.
  • We are not responsible for third-party software integrations, API changes, or external system limitations.
  • Bug fixes related to development errors are covered within an agreed period after project completion. Enhancements or new features are quoted separately.
  • Issues that arise as a result of new feature development are not considered bugs. These are part of the ongoing implementation process and may require additional development work to ensure full stability and compatibility.
  • Clients must thoroughly test and review applications before deployment. Once approved, additional changes will be chargeable.

11. Graphic Design, Branding & Print Broking

  • Design concepts and revisions are limited to the agreed number stated in the project scope. Additional revisions will be chargeable.
  • We are not liable for errors in print materials once the client has provided final approval.
  • Printing timelines depend on third-party print providers and are subject to delays beyond our control.

12. Intellectual Property

  • Upon full payment, IP created specifically for you as part of the services will be transferred to you.
  • Pre-existing IP, open-source elements, and proprietary tools remain our property.
  • You must treat all documentation, processes, and code provided to you as confidential and not disclose them without our prior written consent.

13. Limitation of Liability

  • We are not liable for:
    • Loss of income, business, profits, or data due to service delays, failures, or errors.
    • Security breaches, unauthorised access, or data loss caused by third-party systems or malicious actors.
    • Any indirect, consequential, or exemplary damages arising from your use of our services.
  • If a claim is made, our total liability is limited to the re-supply of services or a refund of fees paid, at our discretion.

14. Termination

  • Either party may terminate services provided with 30 days’ written notice.
  • Upon termination, any unpaid invoices for work completed must be paid in full.
  • No refunds are provided for unused pre-paid hosting or maintenance time.

15. Governing Law

  • These Terms are governed by the laws of Queensland, Australia. Any unresolved disputes will be heard in a court of competent jurisdiction in Queensland.

By engaging our services, you acknowledge and accept these Terms. If you have any questions, please contact us at [email protected].