TERMS & CONDITIONS.
1. Agreement and order of documents
The accepted quote, its scope, pricing and payment schedule, together with these Terms & Conditions, form the agreement between Phase Shift Studio and the client. A quote is accepted when the client accepts it electronically, confirms acceptance in writing, or pays the required deposit or first payment.
If there is any inconsistency, the accepted quote takes priority for project-specific scope, deliverables, pricing, payment timing and delivery requirements. These Terms & Conditions apply to all other matters.
For these Terms, "in writing" includes email and other electronic communications ordinarily used by the parties for the project.
2. Quotes and scope
Quotes remain valid until their stated expiry date. Phase Shift Studio will provide the services and deliverables described in the accepted quote.
Anything not expressly included in the accepted quote is outside scope. Additional features, substantial redesigns, integrations, content entry, data migration, compatibility work or other out-of-scope requests may require written approval, additional fees and a revised timeframe.
Phase Shift Studio is not required to begin out-of-scope work until the additional scope, price and timing have been agreed.
3. Client responsibilities
The client will provide required content, branding, access, credentials, instructions, feedback and approvals in a timely manner and will ensure that information supplied to Phase Shift Studio is accurate.
The client confirms that it has the legal right and permission to provide and use all supplied text, images, logos, trademarks, data and other material.
The client is responsible for reviewing the accuracy, legality and suitability of client-supplied content before launch or publication.
4. Client-supplied materials and third-party claims
To the extent permitted by law, the client is responsible for third-party claims arising directly from material supplied by the client, or from a specific client instruction, where the client did not have the legal right or permission to use that material or give that instruction.
The client will reimburse Phase Shift Studio for reasonable loss, liability or external costs arising directly from such a claim, except to the extent the claim was caused or contributed to by Phase Shift Studio's own breach, negligence or unlawful conduct.
5. Payments and third-party costs
All prices are in Australian dollars unless stated otherwise. Phase Shift Studio is not presently registered for GST, so GST is not added to current quotes. However, if Phase Shift Studio becomes registered for GST, GST will be added to and charged on applicable fees.
For single-sale projects, work begins after the agreed deposit is received. The remaining balance is due on completion and before final handover or launch unless agreed otherwise in writing.
Recurring or monthly services are payable in advance on the agreed recurring date. Unless the accepted quote states otherwise, recurring services may be cancelled by either party with 30 days' written notice. Fees already paid for a service period that has commenced are not refundable except where required by law.
Domains, hosting, software licences, plugins, stock assets, advertising, payment-provider fees and other third-party costs are excluded unless specifically listed in the quote.
Phase Shift Studio may suspend work, withhold final handover, or pause a recurring service after reasonable written notice while an undisputed invoice remains overdue. The client is responsible for reasonable third-party debt-recovery costs incurred in recovering overdue undisputed amounts, to the extent permitted by law.
6. Deposits, cancellation and reserved capacity
Deposits are applied toward project setup, work performed, third-party commitments and project capacity reserved for the client.
If the client cancels a project before completion, Phase Shift Studio may retain the portion of the deposit reasonably attributable to work completed, non-refundable third-party costs and reserved capacity that could not reasonably be reallocated. Any remaining amount will be refunded.
If work completed and approved third-party costs exceed the deposit held, the client must pay the outstanding amount for work performed up to cancellation. Nothing in this clause limits any refund or remedy required by law.
7. Changes and revisions
Included revisions must relate to the agreed scope and any revision allowance stated in the quote.
New features, substantial redesigns, repeated changes to approved work, changes caused by new client requirements, or other out-of-scope requests may be quoted separately.
Approval of a stage or deliverable may be relied on by Phase Shift Studio when progressing to later work. Reworking previously approved material may be treated as additional work unless required to correct a defect for which Phase Shift Studio is responsible.
8. Timing, delays and dormant projects
Delivery dates are estimates unless expressly identified as fixed in writing. Client delays, scope changes, third-party services and events outside Phase Shift Studio's reasonable control may affect delivery.
If the client does not provide information, access, feedback or approval required to progress the project for 30 consecutive days, Phase Shift Studio may place the project on hold after written notice.
If inactivity continues for 60 days or more, the project may be treated as dormant. Resuming a dormant project is subject to Phase Shift Studio's current availability and may require a revised delivery timeframe and a reasonable restart or re-scoping fee where additional work is required because of the delay.
9. Approval, launch and defect correction
The client is responsible for reviewing deliverables before approval. Work is considered approved when the client confirms approval, instructs Phase Shift Studio to launch it, or begins using it publicly, subject to rights that cannot lawfully be excluded.
Phase Shift Studio will correct reproducible defects notified within 14 days after launch or final handover where the delivered work materially fails to conform to the agreed scope because of Phase Shift Studio's work.
This correction period does not cover new requirements, design preference changes, client or third-party modifications, third-party outages or changes, unsupported software or devices, content supplied by the client, or problems caused by systems outside Phase Shift Studio's reasonable control. This administrative correction period does not limit any guarantee, right or remedy that cannot lawfully be excluded or restricted.
Any ongoing maintenance, updates or support after that period are provided only where included in the accepted quote or separately agreed.
10. Browser, device and platform compatibility
Unless specific compatibility requirements are included in the accepted quote, websites and web applications are developed for current mainstream versions of commonly used browsers and contemporary devices available during development.
Phase Shift Studio does not guarantee compatibility with obsolete browsers, unsupported operating systems, unusual hardware, future browser or operating-system releases, or third-party platform changes that occur after delivery.
Additional compatibility work required after delivery may be quoted separately.
11. Intellectual property
The client retains ownership of all material it supplies.
After all applicable invoices are paid, the client owns the final project-specific deliverables expressly created for that client and identified in the accepted quote, including client-specific design, written content and bespoke project code where that code is part of the agreed deliverable.
Phase Shift Studio retains ownership of all pre-existing and reusable materials, frameworks, libraries, utilities, components, templates, design systems, development methods, workflows, know-how, generic code and other materials capable of reuse across projects, whether created before or during the project ("Studio Materials").
Where Studio Materials are incorporated into the final deliverables, Phase Shift Studio grants the client a non-exclusive licence to use those Studio Materials only as incorporated in, and as reasonably necessary to use, maintain and operate the final deliverables, subject to the client remaining actively subscribed for subscription-based services, or, for a one-time purchase, once the applicable purchase price has been paid in full.
Ownership of source files, editable design files, repositories, development environments or other working files transfers only where they are expressly listed as a deliverable in the accepted quote. This does not prevent the client from receiving source code that forms part of a purchased website or application where source-code handover is included in the agreed deliverables.
Where a service is expressly described in the accepted quote as a website lease, subscription or hosted service rather than a purchase, ownership of the underlying website system, template and Studio Materials does not transfer to the client unless the quote expressly says otherwise. The client receives the right to use the service for the paid service term.
The client continues to own its own content, branding and data, and may request a reasonable export of client-owned content or data where technically practicable.
Third-party software, fonts, stock assets, plugins, libraries and other third-party material remain subject to their own licence terms.
12. Portfolio use
Unless agreed otherwise in writing, the client permits Phase Shift Studio to display the completed public-facing website or application, screenshots, business name and publicly available project visuals in Phase Shift Studio's portfolio and promotional material.
Confidential and non-public client information will not intentionally be displayed. A confidential-project exclusion may be requested in writing and, if agreed, will apply to that project.
13. Confidentiality
Each party will take reasonable steps to protect confidential information received from the other and will use it only for the project, ordinary business administration, professional advice, or as required by law.
Confidentiality obligations do not apply to information that is already public through no breach of this agreement, was lawfully known to the receiving party, or is independently developed without use of the other party's confidential information.
14. Third-party services
Websites and applications may rely on hosting providers, domains, platforms, APIs, payment services, plugins, software and other third-party services that Phase Shift Studio does not control.
Phase Shift Studio is not responsible for third-party outages, discontinuation, account restrictions, pricing changes, API changes, licence changes, policy changes, security incidents or changes in functionality, except to the extent caused by Phase Shift Studio's own breach or failure to exercise reasonable care and skill.
Additional work required because a third-party service changes, is discontinued or becomes incompatible after delivery may be quoted separately.
15. Maintenance, backups, security and client modifications
Unless ongoing maintenance is included in the accepted quote, the client is responsible after handover for ongoing accounts, subscriptions, content, updates, backups and security relating to systems under the client's control.
Phase Shift Studio will use reasonable security practices appropriate to the project during development, but no website, application, server or online service can be guaranteed to be completely secure or continuously available.
Phase Shift Studio is not responsible for faults, security issues or damage caused by changes made after handover by the client or by a third party not engaged by Phase Shift Studio.
Unless expressly included in an ongoing service plan, Phase Shift Studio does not provide long-term archival storage or guarantee indefinite retention of project files after final handover.
16. Consumer rights, warranties and liability
Nothing in these Terms & Conditions excludes, restricts or modifies any consumer guarantee, right, remedy or liability that cannot lawfully be excluded, restricted or modified, including under the Australian Consumer Law.
Subject to those rights, Phase Shift Studio does not guarantee specific sales, revenue, enquiries, traffic, search rankings, advertising performance, business outcomes or uninterrupted operation of third-party services.
To the maximum extent permitted by law, neither party is liable to the other for indirect or consequential loss, loss of opportunity, loss of anticipated profit or loss of goodwill arising from the project.
To the maximum extent permitted by law, Phase Shift Studio's total aggregate liability arising out of or in connection with a project is limited to the total fees actually paid to Phase Shift Studio for the services giving rise to the claim. This limitation does not apply to liability that cannot lawfully be limited or excluded.
17. Suspension and termination
Either party may terminate the agreement for a material breach that is not remedied within a reasonable period after written notice.
Phase Shift Studio may also suspend work or services where continuing would be unlawful, materially create a security risk, involve abusive or infringing use of the service, or where an undisputed payment remains overdue after reasonable written notice.
On termination, the client must pay for work completed, approved third-party costs and non-cancellable commitments up to the termination date. Any refund of amounts already paid will be determined in accordance with clause 6 and any rights that cannot lawfully be excluded.
Any licence or ownership transfer that is conditional on full payment takes effect only after the relevant invoices are paid.
18. Disputes
The parties will first attempt to resolve any dispute through good-faith discussion.
Before commencing court proceedings, either party should give the other reasonable written details of the dispute and a reasonable opportunity to respond. The parties should consider mediation where appropriate, but this clause does not prevent either party from seeking urgent relief or exercising a right that cannot lawfully be restricted.
19. General
If any part of these Terms & Conditions is unlawful or unenforceable, that part is to be read down to the extent necessary or severed, and the remainder continues to apply.
A failure or delay in enforcing a right does not waive that right.
Changes to the agreement must be confirmed in writing by the parties.
The agreement is governed by the laws of Queensland, Australia, and the parties submit to the courts and tribunals that have jurisdiction in Queensland.